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Falcon Gold Announces 3-for-1 Share Consolidation to Optimize Capital Structure

Corporate Actions

FALCON GOLD CORP.

Suite 200 – 3310 South Service Road

Burlington, Ontario, L7N 3M6

TEL: (604) 909-2070

www.falcongold.ca

[email protected]

NEWS RELEASE FG: TSXV

3FA: FRA

FOR IMMEDIATE RELEASE

Falcon Gold Announces 3-for-1 Share Consolidation to Optimize Capital Structure

Correction of News Release dated January 23, 2026. The number of shares outstanding was

incorrectly stated as 188 million whereas the correct number is 177 million.

Toronto, Ontario — January 27, 2026 — Falcon Gold Corp. (TSX-V: FG; FSE: 3FA; OTC-Pinks:

FGLDF) (“Falcon” or the “Company) announces that its board of directors has approved a

consolidation of the Company’s issued and outstanding common shares, subject to acceptance

by the TSX Venture Exchange.

The transaction contemplates a consolidation ratio of three (3) pre-consolidated common

shares to one (1) post consolidation common share. No fractional shares will be issued.

The Company currently has approximately 177 million common shares outstanding. Following

the consolidation, Falcon is expected to have approximately 59 million common shares

outstanding, subject to rounding.

The consolidation is intended to optimize the Company’s capital structure, improve market

efficiency, and enhance flexibility as the Company advances its exploration portfolio and

evaluates corporate and asset-level opportunities, including potential business combinations.

With gold prices at record highs, management believes that a more efficient capital structure

positions the Company to advance its assets and evaluate these opportunities effectively.

The consolidation will not result in any change to the Company’s name, trading symbol, or

business operations. Falcon will issue a further news release confirming the effective date of

the consolidation following receipt of all required regulatory approvals.

Forward-Looking Statements

This document contains forward-looking statements as defined under applicable securities

laws, including anticipated effects of the consolidation and potential corporate opportunities.

Actual results may differ due to risks and uncertainties.

For further information, please contact:

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2 | P a g e

Falcon Gold Corp.

On Behalf of the Board of Directors

Karim Rayani

Chief Executive Officer, Director

Telephone: (604) 716-0551

Email: [email protected]

About Falcon Gold Corp.

Falcon is a Canadian mineral exploration company focused on generating, acquiring, and exploring

opportunities in the Americas. Falcon’s flagship project, the Central Canada Gold Mine, is approximately

20 km southeast of Agnico Eagle’s Hammond Reef Gold De posit which currently has an estimated 3.32

million ounces of gold (123.5 million tonnes grading 0.84 g/t gold) mineral reserves and 2.3 million ounces

of measured and indicated mineral resources (133.4 million tonnes grading 0.54 g/t gold). Ref:

https://www.agnicoeagle.com/English/exploration/exploration-projects/Hammond-Reef/default.aspx

The Hammond Reef gold property lies on the Hammond shear zone, which is a northeast -trending splay

off the Quetico Fault Zone (“QFZ”) and may be the control for the gold deposit. The Central Gold property

lies on a similar major northeast -trending splay of the QFZ. The neighboring properties results do not

necessarily apply to the current project or property being disclosed

The Company holds multiple additional projects: a 49% interest in the Burton Gold property with Iamgold

near Sudbury Ontario; Spitfire -Sunny Boy, claims in B.C.; Great Burnt Copper -Gold Project in Central

Newfoundland, and most recently battery metals projects, Timmins West Nickel-Copper-Cobalt Property

Ontario, Outarde Nickel-Copper-Cobalt Property, and the Nickel North property in Quebec.

Cautionary Language and Forward-Looking Statements

This news release may contain forward looking statements including but not limited to comments

regarding the timing and content of upcoming work programs, geological interpretations, receipt of

property titles, etc. Forward looking statements address futur e events and conditions and therefore,

involve inherent risks and uncertainties. Actual results may differ materially from those currently

anticipated in such statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies

of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.