GFG Closes Final Tranche of Financing
Media Release
TSX.V: GFG | OTCQB: GFGSF
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE S
GFG Closes Final Tranche of Financing
November 7, 2025, Saskatoon, Saskatchewan, Canada: GFG Resources Inc. (TSXV: GFG) (OTCQB:
GFGSF) (“GFG” or the “Company”) has closed the second and final tranche of its previously announced private
placement financing (the “ Offering”) for additional gross proceeds of C$1,581,773. The Company has raised
aggregate gross proceeds of C$4,119,677 from both tranches of the Offering.
Pursuant to the second tranche of the Offering, GFG issued 8,550,128 flow-through common shares of the Company
(each, a “FT Share”) at a price of C$0.185 per FT Share for gross proceeds of C$1,581,773.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106
– Prospectus Exemptions (“NI 45-106”), the FT Shares sold pursuant to the Offering have been issued pursuant to
the Listed Issuer Financing Exemption under Part 5A of NI 45- 106, and accordingly such securities will not be
subject to a hold period pursuant to applicable Canadian securities laws. There is an amended and restated offering
document on Form 45- 106F19 related to the Offering that can be accessed under the Company’s profile at
www.sedarplus.ca and on the Company’s website at www.gfgresources.com. The Offering remains subject to the
final approval of the TSX Venture Exchange.
The proceeds raised from the Offering will be used for exploration activities in Ontario that will qualify as
“Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)). The gross proceeds raised
from the sale of the Premium Units and the FT Shares , will be used for exploration activities on the Company’s
projects in Ontario.
Related Party Transaction
An aggregate of 786,667 FT Shares were purchased by directors and/or officers of GFG, in the second tranche
closing. The purchase of FT Shares by insiders of GFG is exempt from the formal valuation and minority
shareholder approval requirements of Multilateral Instrument 61-101 on the basis that the transaction, insofar as it
involved related parties, represented less than 25% of the market capi talization of GFG, all in accordance with
subsections 5.5(a) and 5.7(1)(a) of MI 61-101.
In connection with the close of the second tranche of the Offering, the Company paid cash finder's fees on portions
of the Offering totaling C$25,529.42.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualifi cation under the securities laws of such jurisdiction. The 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
an exemption from such registration is available.
About GFG Resources Inc.
GFG is a North American precious metals exploration company focused on district scale gold projects in tier one
mining jurisdictions. The Company operates three gold projects, each hosting large and highly prospective gold
properties within the prolific go ld district of Timmins, Ontario, Canada. The projects have similar geological
settings that host most of the gold deposits found in the Timmins Gold Camp which have produced over 70 million
ounces of gold.
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For further information, please contact:
Brian Skanderbeg, President & CEO
or
Marc Lepage, Vice President, Business Development
Phone: (306) 931-0930
Email: [email protected]
Website: www.gfgresources.com
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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.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” within the meaning of applicable
Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (referred
to herein as “forward -looking statements”). Forward -looking statements include, but are not limited to, disclosure regarding the receipt of all applicable
regulatory approvals, the prospective nature of the Company’s property interests, exploration plans and expected results, conditions or financial performance
that is based on assumptions about future economic conditions and courses of action; planned use of proceeds, expenditures an d budgets and the execution
thereof. Generally, these forward -looking statements can be identified by the use of forward -looking terminology such as “plans”, “expects” or “does not
expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or the negative
connotation thereof or variations of such words and phrases or state that certain actions, events or results, “may”, “could”, “would”, “will”, “might” or “will
be taken”, “occur” or “be achieved” or the negative connotation thereof.
All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of managemen t, the receipt of
applicable regulatory approvals. availability of financing, the assumed long-term price of gold, that the current exploration and other objectives concerning its
mineral projects can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained
or will improve; the continuity of the price of gold and other metals, economic and political conditions and operations; the prospective nature of the Company’s
properties, availability of financing, and that general business and economic conditions will not change in a materially adverse manner.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity,
performance or achievements of GFG to be materially different from those expressed or implied by such forward-looking statements, including but not limited
to: risks and uncertainties related to the failure to obtain all applicable regulatory approvals; actual results of current exploration activities; environmental risks;
future prices of gold; operating risks; accidents, labour issues and other risks of the mining industry; delays in obtaining government approvals or financing;
and other risks and uncertainties. These risks and uncertainties are not, and should not be construed as being, exhaustive.
Although GFG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward -looking
statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward -looking
statements are provided solely for the purpose of providing information about management’s current expectations and plans and allowing investors and others
to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release are made as of the date hereof and GFG assume no obligation to update any forward -looking statements,
except as required by applicable laws.