FALCON GOLD CORP. RESTATES NON-BROKERED PRIVATE PLACEMENT

Falcon Gold Corp. (TSXV: FG) is restating its previously announced non-brokered private placement. The Company intends to issue up to 11,666,667 units at a price of C$0.03 per Unit for gross proceeds of up to C$350,000. Each Unit will consist of one common share of the Company and one transferable common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at an exercise price of C$0.05 per share for a period of three years from the date of issuance.

R7 Investments Ltd., a company controlled by Karim Rayani, the Company's Chief Executive Officer and a director, intends to subscribe for 1,000,000 Units, representing an investment of C$30,000. The participation of R7 Investments Ltd. will constitute a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities expected to be issued to R7 Investments Ltd. nor the consideration expected to be paid by R7 Investments Ltd. will exceed 25% of the Company's market capitalization.

The net proceeds of the private placement will be used to advance the Company's Northwestern Ontario property portfolio and for general working capital. The Company may pay finder's fees in connection with the private placement in accordance with the policies of the TSX Venture Exchange. All securities issued pursuant to the private placement will be subject to a statutory hold period of four months and one day from the closing date in accordance with applicable securities laws. Completion of the private placement remains subject to the approval of the TSX Venture Exchange and the satisfaction of customary closing conditions.

Falcon Gold Corp. is a Canadian mineral exploration company focused on the acquisition, exploration, and advancement of precious and battery metals opportunities across the Americas, with a portfolio spanning established mining camps and emerging exploration districts. Its flagship asset, the Central Canada Gold Project, is located approximately 20 kilometres southeast of Agnico Eagle's Hammond Reef Gold Deposit in northwestern Ontario. The project lies within the highly prospective Quetico Fault Zone, a major regional structural corridor interpreted as a key control on gold mineralization in the district. The Hammond Reef deposit is associated with a northeast-trending structural system linked to this broader regional framework, highlighting the significance of the geological setting. The Central Canada property has a documented exploration and development history spanning more than a century. Early work between 1901 and 1907 included shallow shaft development and small-scale production from high-grade material processed through stamp milling. Between 1930 and 1935, Central Canada Mines Ltd. further advanced the project with deeper underground development, crosscutting, and the installation of a small-scale gold mill. Subsequent exploration programs have included diamond drilling campaigns that returned multiple high-grade gold intercepts, supporting the presence of significant mineralization within the system.