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GFG Resources Inc
Symbol GFG
Shares Issued 304,255,295
Close 2026-10-22 C$ 0.16
Market Cap C$ 48,680,847
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GFG Resources closes $8.1-million private placement

2026-10-23 14:08 ET - News Release

Mr. Brian Skanderbeg reports

GFG CLOSES UPSIZED FINANCING OF $8.1 MILLION

GFG Resources Inc. has closed its previously announced best-effort private placement financing for aggregate gross proceeds of $8.1-million. Paradigm Capital Inc. acted as sole agent and bookrunner in connection with the offering. Alamos Gold Inc. indirectly participated in the offering to maintain its ownership interest in the company at approximately 10.8 per cent on a non-diluted basis following closing.

"This financing puts us in a strong position to advance an aggressive exploration program focused on expanding the Aljo gold system, building on our new discovery at Nahanni and testing high-priority targets across Goldarm," stated Brian Skanderbeg, president and chief executive officer of GFG. "With our new partnership with Barrick that advances Pen, we can concentrate our capital on Goldarm while giving shareholders exposure to exploration success across both properties. Alamos's continued investment is a strong endorsement of our team and strategy, and we thank our existing and new shareholders for their support as we enter this next phase of growth."

The offering consisted of:

  • 5,336,800 hard-dollar (HD) units at a price of 19 cents per HD unit for gross proceeds of $1,013,992; each HD unit consists of one non-flow-through common share of the company and one-half of one non-flow-through common share purchase warrant;
  • 7,529,300 flow-through (FT) common shares at a price of 22 cents per FT through share for gross proceeds of $1,656,446;
  • 20,225,100 premium flow-through units at a price of 26.6 cents per premium FT unit for gross proceeds of $5,379,877; each premium FT unit consists of one FT share and one-half of one flow-through warrant.

The FT shares and the FT shares and warrants comprising the premium FT units were issued as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

Each whole warrant entitles the holder to acquire one additional non-flow-through common share at an exercise price of 28.5 cents until Oct. 23, 2028.

In connection with the offering, the company paid the agent aggregate cash commissions equal to 6.0 per cent of the gross proceeds raised, other than proceeds from certain purchasers on the company's president list, for which a reduced cash commission of 3.0 per cent was paid.

Use of proceeds

An amount equal to the gross proceeds from the issuance of the premium FT units and FT shares will be used to incur Canadian exploration expenses as defined in the tax act that qualify as flow-through mining expenditures within the meaning of Subsection 127(9) of the tax act. The qualifying expenditures will be incurred on or before Dec. 31, 2027, and renounced to subscribers with an effective date no later than Dec. 31, 2026.

The proceeds from the sale of the HD units will be used for general corporate and working capital purposes, as described in the offering document dated Oct. 1, 2026, relating to the offering.

Securities and regulatory matters

The HD units, FT shares and premium FT units were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, in reliance on Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issued pursuant to the listed issuer financing exemption are not subject to a hold period under applicable Canadian securities laws.

The offering document is available under the company's profile on SEDAR+ and on the company's website. The offering remains subject to the final approval of the TSX Venture Exchange.

Certain insiders of the company subscribed for 545,550 FT shares pursuant to the offering. Such participation constituted a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities issued to interested parties nor the consideration paid by such parties exceeded 25 per cent of the company's market capitalization, as determined under MI 61-101. The company did not file a material change report at least 21 days prior to the closing of the offering as participation of the insiders had not been confirmed at that time.

About GFG Resources Inc.

GFG is a North American precious metals exploration company focused on district-scale gold opportunities in the Timmins gold district of Ontario, Canada. The company controls three highly prospective gold projects within one of the world's most established gold camps.

GFG's exploration strategy is focused on advancing the Aljo gold system, systematically generating and testing new discovery opportunities across the Goldarm property and maintaining significant exposure to the advancement of the Pen gold project through its strategic earn-in agreement with Barrick.

Qualified person

All scientific and technical information contained in this news release has been prepared under the supervision of Anders Carlson, PGeo, vice-president, exploration, of GFG, a qualified person within the meaning of NI 43-101.

We seek Safe Harbor.

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