Mr. Luc Lessard reports

FALCO ANNOUNCES BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO C$5.0 MILLION

Falco Resources Ltd. has entered into an agreement with Cantor Fitzgerald Canada Corp. to act as sole agent and sole bookrunner in connection with a best-efforts private placement for aggregate gross proceeds of up to $5-million from the sale of units of the corporation at a price of 25 cents per unit.

Each unit will consist of one common share of the corporation and one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share at a price of 35 cents at any time on or before that date which is 60 months after the closing date of the offering.

The corporation has granted the agent an option, on the same terms and conditions as the offering, exercisable until the second business day prior to the closing date of the offering, to sell up to an additional $1-million in units. If the agent's option is exercised in full, the aggregate gross proceeds of the offering would be $6-million

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.

The offering is anticipated to close on or about Dec. 20, 2024, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The units are being offered by way of private placement in all of the provinces of Canada to investors who qualify as accredited investors under Canadian securities legislation or who are otherwise exempt from prospectus delivery requirements. The offering may also be offered in the United States to accredited investors (as defined in Rule 501(a) of Regulation D) pursuant to an exemption from registration under the United States Securities Act of 1933, as amended, and in such other jurisdictions outside of Canada in accordance with applicable law.

The common shares issuable from the sale of units to accredited investors in Canada or otherwise on a prospectus-exempt basis will be subject to a hold period of four months plus one day from the date of issuance of the units.

About Falco Resources Ltd.

Falco Resources is one of the largest mineral claim holders in the province of Quebec, with extensive land holdings in the Abitibi greenstone belt. Falco owns approximately 67,000 hectares of land in the Noranda mining camp, which represents 67 per cent of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Horne 5 project, located under the former Horne mine that 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 owning a 16.7-per-cent interest in the corporation.

We seek Safe Harbor.