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FPC.V ·

Falco Announces Closing of Bought Deal Private Placement

Financings

For Immediate Release TSX.V - FPC

FALCO ANNOUNCES CLOSING OF BOUGHT DEAL PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

MONTRÉAL, October 17, 2025 – Falco Resources Ltd. (TSX-V:FPC) (" Falco" or the

"Corporation") is pleased to announce the closing of its previously announced bought deal private

placement (the " Offering") with a syndicate of underwriters led by Cantor Fitzgerald Canada

Corporation, acting as lead agent and sole bookrunner, and including BMO Nesbitt Burns Inc.,

National Bank Financial Inc. and Canaccord Genuity Corp. (collectively, the " Underwriters").

Pursuant to the Offering, Falco has issued an aggregate of 41,005,000 units of the Corporation (the

"Units") at a price of $0.32 per Unit, for aggregate gross proceeds of $13,121,600.

Each Unit consists of one common share (each, a "Common Share") of the Corporation and one-

half of one common share purchase warrant (each whole warrant, a " Warrant"). Each Warrant is

exercisable to acquire one Common Share at a price of C$0.46 at any time on or before April 17,

2027.

The Corporation intends to use the net proceeds from the sale of Units for the advancement of the

Horne 5 Project and for working capital and general corporate purposes.

In connection with the closing of the Offering, the Underwriters received an aggregate cash fee

equal to $787,296.

All Common Shares and Warrants issued pursuant to the Offering are subject to a hold period of four

months plus one day from the date of issuance of such securities under applicable securities laws

in Canada.

Related parties of the Corporation, including Osisko Development Corp. and certain directors and

officers of the Corporation, subscribed for an aggregate of 7,455,000 Units such that the Offering

constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 –

Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is

relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section

5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section

5.7(1)(a) in respect of such related party participation as the fair market value of the transaction,

insofar as it involves interested parties, does not exceed 25% of the Corporation’s market

capitalization. Additional information with respect thereto will be published in a material change

report to be filed by the Corporation following the closing of the Offering. The Corporation did not

file the material change report 21 days prior to closing of the Offering, as the related parties’

participation had not been confirmed at that time and the Corporation wished to close the

transaction as soon as practicable for sound business reasons.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall

there be any sale of the securities in the United States or in any other jurisdiction in which such offer,

solicitation or sale would be unlawful. The securities have not been registered under the U.S.

Securities Act of 1933, as amended, and may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements thereunder.

About Falco

Falco is one of the largest mineral claim holders in the province of Québec, with an extensive

portfolio of properties in the Abitibi-Témiscamingue greenstone belt. Falco holds rights to

approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the

camp as a whole and includes 13 former gold and base metal mining sites. Falco’s main asset is

the Horne 5 project located beneath the former Horne mine, which was operated by Noranda from

1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko

Development Corp. is Falco’s largest shareholder, with a 16% interest in the Corporation.

For further information, please contact:

Luc Lessard

President and Chief Executive Officer, Falco Resources Ltd.

514-261-3336

[email protected]

Neither the 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 press release.

Cautionary Statement on Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (together,

“forward looking statements”) within the meaning of applicable securities laws. Often, but not

always, forward-looking statements can be identified by words such as “plans”, “expects”, “seeks”,

“may”, “should”, “could”, “will”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,

“anticipates”, “believes”, or variations including negative variations thereof of such words and

phrases that refer to certain actions, events or results that may, could, would, might or will occur or

be taken or achieved. These statements are made as of the date of this news release. Forward-

looking statements in this press release include, without limitation, the use of proceeds of the

Offering. Forward-looking statements involve known and unknown risks, uncertainties and other

factors which may cause the actual results, performance, prospects, and opportunities to differ

materially from those expressed or implied by such forward-looking statements. These risks and

uncertainties include, but are not limited to, the risk factors set out in Falco’s annual and/or quarterly

management discussion and analysis and in other of its public disclosure documents filed on

SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although the

Corporation believes the forward-looking statements in this news release are reasonable, it can

give no assurance that the expectations and assumptions in such statements will prove to be

correct. Consequently, the Corporation cautions investors that any forward-looking statements by

the Corporation are not guarantees of future results or performance and that actual results may

differ materially from those in forward-looking statements.