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FG.V ·

Falcon Closes Second Tranche and Increases Private Placement

Financings

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NEWS RELEASE FG: TSX-V

3FA: GR

FGLDF: OTCQB

FALCON CLOSES SECOND TRANCHE AND INCREASES PRIVATE PLACEMENT

Vancouver, BC, May 27 , 2024 FALCON GOLD CORP. (FG: TSX -V), (3FA: GR), (FGLDF: OTCQB); (the

“Company”) announces that it has increased its previously announced non -brokered private placement

from aggregate gross proceeds of up to $510,000 to $585,000 through the issuance of up to 9,000,000

flow-through shares (the “FT Shares”) at $0.05 per FT Share and up to 2,700,000 units (the “Units”) at

$0.05 per Unit (the “Private Placement”).

Each Unit consists of one non-flow through share of the Company and one transferrable share purchase

warrant (a “Warrant”). Each Warrant entitles the holder thereof to acquire an additional common share

of the Company (a “Warrant Share”) at an exercise price of $0.07 per Warrant Share for a period of three

(3) years.

The Company further announces that it has closed the second tranche of the Private Placement by issuing

1,662,000 Units at $0.05 per Unit for gross proceeds of $83,100. The proceeds from the Second Tranche

will be used for general working capital purposes. All securities issued pursuant to the Second Tranche

will be subject to a statutory hold period in accordance with applicable Canadian securities laws.

Lastly, the Company has extended the closing date of the Private Placement and now expects to close the

Private Placement on or before June 27, 2024. The Private Placement is subject to final acceptance of the

TSX Venture Exchange.

CONTACT INFORMATION:

Falcon Gold Corp.

“Karim Rayani”

Karim Rayani

Chief Executive Officer, Director

Telephone: (604) 716-1036

Email: [email protected]

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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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.