Falcon GOLD Corp. Announces Update ON Filing Annual Financial Statements and Extension to Management Cease Trade Order

FALCON GOLD CORP. ANNOUNCES UPDATE ON FILING ANNUAL FINANCIAL

STATEMENTS AND EXTENSION TO MANAGEMENT CEASE TRADE ORDER

Vancouver, British Columbia, Canada – December 23, 202 5 – Falcon Gold Corp. (the “ Company”)

(TSXV: FG), is providing an update to its previously disclosed management cease trade order (“MCTO”),

announced on October 29, 2025, in respect of (a) the audited financial statements of the Company for the

fiscal year ended June 30, 2025; (b) the related management’s discussion & analysis for the fiscal year

ended June 30, 2025; and (c) the chief executive officer and chief financial officer certifi cation of filings

required under Section 4.1 of National Instrument 52-109 – Certification of Disclosure in Issuers' Annual

and Interim Filings (collectively, the “ 2025 Annual Filings ”) that were not filed by the required filing

deadline of October 28, 2025 (the “Filing Deadline”).

The Company has obtained approval from the British Columbia Securities Commission to extend the

MCTO until January 9, 2026. As previously disclosed, the 2025 Annual Filings were not filed by the Filing

Deadline due to the fact that the Company experienced a short delay in engaging its auditor, Davidson &

Company LLP (“ Davidson”), as a result of timing and administrative factors . Both the Company and

Davidson are working diligently towards the completion and filing of the 2025 Annual Filings; however,

additional audit procedures remain to be conducted and t he upcoming holiday period is also expected to

affect scheduling and therefore the Company will not be in a position to file the 2025 Annual Filings by

December 29, 2025. The Company intends to file the 2025 Annual Filings as soon as possible and in any

event on or before January 9, 2026. The Company expects to proceed with the filing of its interim first -

quarter financial statements shortly after the 2025 Annual Filings have been completed and filed.

The Company will provide updates as further information relating to the 2025 Annual Filings becomes

available. Until the 2025 Annual Filings are filed, the MCTO is in effect and the Company’s management

and other insiders are subject to a trading blackout reflecting the principles contained in Section 9 of

National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions .

The Company will issue bi -weekly default status reports in accordance with National Policy 12-203 -

Management Cease Trade Orders (“NP 12-203”). Additionally, during the period of default and until the

filing of the 202 5 Annual Filings, the Company intends to satisfy the provisions of the alternative

information guidelines as required by NP 12 -203. The Company is not subject to any insolvency

proceedings, and, other than as disclosed in the Company’s press releases, there has been no material

information that has not been disclosed.

About Falcon Gold Corp.

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

opportunities in the Americas.

ON BEHALF OF THE BOARD OF DIRECTORS

Karim Rayani

Chief Executive Officer and Director

For further information please contact:

Email: [email protected]

Phone: (604) 716-0551

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.

Cautionary Statement:

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This press release contains forward -looking information and forward -looking statements (collectively,

“forward-looking statements”) as such terms are defined by applicable securities laws, including, but not

limited to statements regarding the expected timing for the filing of the Company’s 202 5 Annual Filings

and its interim first-quarter financial statements and providing future updates. Forward-looking statements

are statements that relate to future events. In this context, forward -looking statements oft en address

expected future business plans and financial performance and often contain words such as “anticipate,”

“believe,” “plan,” “estimate,” “expect,” and “intend,”, statements that an action or event “may,” “might,”

“could,” “should,” “would” or “will ” be taken or occur, or other similar expressions. Forward -looking

statements are subject to a number of known and unknown risks and uncertainties, many of which involve

factors or circumstances that are beyond the Company’s control, and the Company’s actu al results could

differ materially from those stated or implied in forward -looking statements due to many various factors.

Such uncertainties and risks include, among others, delays in the completion of the audit resulting from

factors that management is c urrently unaware of, or that management believes are not likely to occur.

Although the Company believes that the expectations reflected in the forward -looking statements are

reasonable, the Company cannot guarantee that the events and circumstances reflect ed in the forward -

looking statements will be achieved or occur. The timing of events and circumstances and actual results

could differ materially from those projected in the forward -looking statements. Accordingly, one should

not place undue reliance on forward-looking statements. All forward-looking statements contained in this

press release are made as of today’s date, and the Company undertakes no obligation to update or publicly

revise any forward-looking statements, whether as a result of new information, future events or otherwise,

unless required by law.