Mr. Luc Lessard reports

FALCO ANNOUNCES ELECTION OF DIRECTORS AND CLOSING OF ITS SENIOR DEBT TRANSACTIONS

The five nominees listed in the management information circular dated Nov 4, 2024, have been elected as directors of Falco Resources Ltd.

Detailed results of the vote for the election of directors held at the annual and special meeting of shareholders on Dec. 10, 2024, are set out in an attached table.

Appointment and remuneration of auditor

PricewaterhouseCoopers LLP was appointed as independent auditor of the corporation for the ensuing year (see an attached table).

Long-term incentive plan resolution

Shareholders approved the ordinary resolution with respect to the approval of the corporation's existing rolling 10-per-cent long-term incentive plan. The results are provided in an attached table.

Osisko Gold Royalties Ltd. amendments resolution

The majority of the disinterested shareholders approved the ordinary resolution with respect to the amendment of the corporation's existing convertible secured senior loan with Osisko Gold Royalties and the issuance of 17,690,237 warrants of the corporation to Osisko, each exercisable at any time from and after Jan. 1, 2025, for one common share of Falco at an exercise price of 58 cents and expiring on Dec. 31, 2025. The results are provided in an attached table.

Closing of senior debt transactions

The transactions previously announced on Oct. 7, 2024, with each of Osisko and Glencore Canada Corp. have successfully closed on the date hereof and will be effective as of Dec. 31, 2024.

Extension of the maturity date of the Osisko loan

In consideration for the extension of the maturity date of the Osisko loan, the Osisko loan was amended with effect as of the effective date in order for: (i) the accrued interest on the existing Osisko loan up to the effective date to be capitalized such that the principal amount of the amended Osisko loan is $23,881,821; (ii) the conversion price to be lowered from 50 cents to 45 cents per common share; and (iii) the interest rate to be increased from 8 per cent to 9 per cent. The 10,664,324 common share purchase warrants of the corporation currently held by Osisko, each exercisable for one common share at an exercise price of 65 cents per common share, will remain outstanding in accordance with their terms until their expiry on Dec. 31, 2024. In consideration for the extension of the maturity date of the Osisko loan, the corporation will issue to Osisko, on the effective date, 17,690,237 Osisko warrants, with each exercisable at any time from and after Jan. 1, 2025, for one common share at an exercise price of 58 cents and expiring on Dec. 31, 2025.

Extension of the maturity date of the Glencore debenture

In consideration for the extension of the maturity date of the corporation's existing senior secured convertible debenture entered into with Glencore, the Glencore debenture was amended with effect as of the effective date in order for: (i) the accrued interest on the existing Glencore debenture up to the effective date to be capitalized such that the principal amount of the amended Glencore debenture is $13,985,960; (ii) the conversion price to be increased from 36 cents to 37 cents per common share; and (iii) the interest rate to be increased from 9 per cent to 10 per cent. The 15,061,158 common share purchase warrants currently held by Glencore will remain outstanding in accordance with their terms until their expiry on Dec. 31, 2024. In consideration for the extension of the maturity date of the Glencore debenture, the corporation will issue to Glencore, on the effective date, 19,424,944 common share purchase warrants, with each exercisable at any time from and after Jan. 1, 2025, at an exercise price of: (i) 38 cents per common share for 15,061,158 of the new Glencore warrants; and (ii) 42 cents per common share for the remaining 4,363,786 new Glencore warrants, with the new Glencore warrants expiring on Dec. 31, 2025.

The new Glencore warrants and the amended Glencore debenture will provide that, unless shareholder approval from disinterested shareholders of the corporation has been obtained in accordance with applicable Canadian securities laws and TSX Venture Exchange policies, the holder of the new Glencore warrants and amended Glencore debenture will not be permitted to exercise any portion of the new Glencore warrants or convert any portion of the amended Glencore debenture if, following such exercise or conversion, as applicable, the holder thereof and its affiliates would own, directly or indirectly, more than 19.9 per cent of the outstanding common shares.

The common shares issuable upon conversion of the Osisko loan and the Glencore debenture will be subject to a hold period of four months from the effective date, in accordance with applicable Canadian securities laws. The Osisko warrants and the new Glencore warrants (and the underlying common shares issuable pursuant thereto) will be subject to a hold period of four months from the effective date, in accordance with applicable Canadian securities laws.

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.