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FG.V ·

Falcon Awaits Final Approval - Warrant Exercise Incentive

Financings Share Capital & Compensation

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NEWS RELEASE FG: TSX-V

3FA: GR

FGLDF: OTCQB

FALCON AWAITS FINAL APPROVAL - WARRANT EXERCISE INCENTIVE

Vancouver, B.C., September 15th, 2021. FALCON GOLD CORP. (FG: TSX-V), (3FA: GR), (FGLDF:

OTCQB); ("Falcon" or the “Company") announced on August 4 th,2021, the Company applied for

a warrant incentive program (the “ Incentive”) to encourage the exercise of its outstanding

warrants from the Private Placement dated July 13, 2020. If all the warrants are exercised from

the Incentive the Company would receive aggregate gross proceeds of $ 690,000.

Under the proposed Incentive, if the Placement Warrants are exercised prior to 4:00 p.m.

(Vancouver Time) on the 30 th day after TSX Venture approval (the “Incentive Period”), the

Placement Warrant holders would receive one (1) additional warrant (an “Incentive Warrant”) in

consideration of the early exercise of each Placement Warrant. Ea ch Incentive Warrant will be

exercisable to acquire one (1) common share of the Company at a price of $0. 18 per share for a

period of one (1) year from the date of issuance. The Company believes this will give existing

Placement Warrant holders the right incentive to exercise their existing Warrants. The Incentive

Warrant will be subject to a hold period of four months plus one day after the date of distribution.

In the event the Placement Warrant holder decides not to participate in the Incentive program,

then following the expiry of the Incentive Period, the Placement Warrant holder may exercise

the Placement Warrants on their original terms.

No Directors or Officers of the Company owns or control any of the Placement Warrants. The

Company is not aware of any potential new insider position that would be created upon the

exercise of the Placement Warrants nor the Incentive Warrants.

The Company intends to use the proceeds from the exercise of any Placement Warrants for

working capital and exploration on its properties.

These securities have not been and will not be registered under the United States Securities Act

of 1933, as amended, (the “U.S. Securities Act”) or any state securities laws and may not be

offered or sold within the United States unless registered under the U.S. Securities Act and

applicable state securities laws or an exemption from registration is available. This

announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the

securities in this Warrant Incentive Program within the United States or to, or for the account or

benefit of, U.S. Persons (as defined under Regulation S under the U.S. Securities Act).

FALCON GOLD CORP.

110 – 175 Victory Ship Way

North Vancouver, BC, V7L 0B2

VANCOUVER TEL: (604) 670-0019

TORONTO TEL: (416) 477-1220

www.falcongold.ca

[email protected]

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Camping Lake

The Company also reports that it has decided not to proceed with the Camping Lake option previously

announced on September 6th 2019. The Company has mutually terminated its joint venture agreement

with Marvel Discovery Corp.

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 Eag le’s Hammond Reef Gold Deposit which has

currently 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). The Hammond Reef gold property lies on the Hammond shear zone, which

is a northeast-trending splay off of 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 Company holds 7 additional projects. The Springpole West Property in the world-renowned

Red Lake mining camp; a 49% interest in the Burton Gold property with Iamgold near Sudbury

Ontario; and in B.C., the Spitfire -Sunny Boy, Gaspard Gold claims; and most recently the Great

Burnt, Hope Brook, and Baie Verte acquisitions adjacent to First Mining, Sokoman -Benton’s JV,

and Marvel Discovery in Central Newfoundland.

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 future 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 future 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 d efined in the policies of the TSX Venture

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