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FG.V ·

Falcon Announces Extension and First Tranche Closing of Non- Brokered Private Placement

Financings

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NEWS RELEASE FG: TSX-V

3FA: GR

FGLDF: OTCQB

FALCON ANNOUNCES EXTENSION AND FIRST TRANCHE CLOSING OF NON-

BROKERED PRIVATE PLACEMENT

Vancouver, BC, December 20, 2023. FALCON GOLD CORP. (FG: TSX-V), (3FA: GR), (FGLDF: OTCQB); (the

“Company”) announces that it has received a 30 -day extension from the TSX Venture Exchange (the

“TSXV”) to complete its non-brokered private placement of up to 10,000,000 units (the “Units”) at $0.03

per Unit for gross proceeds of up to $300,000, as previously announced on October 17, 2023 and

November 9, 2023 (the “Private Placement”).

The Company also announces that it is amending the terms of the Private Placement. Pursuant to the

amended terms, the expiry date of the Warrants (as defined below) will be extended to 5 years following

the date of issuance.

Lastly, the Company announces that it has closed the first tranche of the Private Placement (the “First

Tranche”) by issuing 2,166 ,667 Units at $0.03 per Unit for gross proceeds of $65,000.01. Each Unit will

consist of one common share in the capital of the Company (“Share”) and one Share purchase warrant

(“Warrant”). Each Warrant entitles the holder to purchase one additional Share for a period of five years

from the date of issuance at a price of $0.05 per Share.

In connection with the First Tranche, the Company paid finder’s fees consisting of $3,500 cash and 116,666

share purchase warrants (the “Broker Warrants”) to an arm’s -length party. Each Broker Warrant is

exercisable into one Share at a price of $0.05 per Share for a period of two years from the date of issuance.

The net proceeds from the Private Placement will be used for general working capital purposes. None of

the proceeds from Private Placement will be used for payments to non -arm’s length parties or persons

conducting investor relations activities.

The Private Placement is subject to TSX V approval. All shares issued pursuant to this offering and any

shares issued pursuant to the exercise of warrants will be subject to a four-month and one day hold period

from the closing date.

FALCON GOLD CORP.

Suite 1100 – 1111 Melville St.

Vancouver, BC, V6E 3V6

VANCOUVER TEL: (604) 716-1036

TORONTO TEL: (416) 477-1220

www.falcongold.ca

[email protected]

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CONTACT INFORMATION:

Falcon Gold Corp.

“Karim Rayani”

Karim Rayani

Chief Executive Officer, Director

Telephone: (604) 716-0551

Email: [email protected]

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.

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.