GFG Resources arranges $4-million private placement

Executive Summary

• GFG Resources Inc. has arranged a private placement to raise up to C$4.0 million in gross proceeds through the issuance of premium flow-through units and flow-through shares.
• Alamos Gold Inc. has committed to purchasing securities in the offering to maintain its existing 10.8% interest in the company upon completion.
• The offering is scheduled to close on or about November 3, 2025, subject to regulatory approvals including the TSX Venture Exchange.

Key Details

• Total Gross Proceeds: Up to C$4.0 million.
• Instrument Structure:
  • Premium Units: Up to 13,489,209 units issued at 22.24 cents per unit. Each unit consists of one common share and one-half of one share purchase warrant.
  • Flow-Through (FT) Shares: Up to 5,405,405 FT shares issued at 18.5 cents per share.
  • Units and shares can be issued in any combination to reach the maximum aggregate gross proceeds.
• Warrant Terms: Each whole share purchase warrant entitles the holder to acquire one additional common share at an exercise price of 24 cents. Warrants are exercisable for a period of 24 months from the date of issuance.
• Tax Status: Common shares and warrants comprising the premium units qualify as flow-through shares for the purposes of the Income Tax Act (Canada).
• Strategic Investor: Alamos Gold Inc. (TSX: AGI; NYSE: AGI) is committing to purchase securities to maintain a 10.8% interest in GFG Resources upon completion.
• Closing Date: Scheduled for on or about November 3, 2025.
• Regulatory Conditions: Subject to receipt of all necessary approvals, including the TSX Venture Exchange.
• Finders' Fees: The company may pay finders' fees of up to 6% of the aggregate gross proceeds raised, paid in accordance with applicable securities laws and TSX Venture Exchange policies.
• Exemption: Offered pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106. No hold period applies to subscribers.
• Related Party Transactions: Insiders are anticipated to participate. The company intends to rely on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101, as the fair market value of the transaction involving interested parties is not expected to exceed 25% of the company's market capitalization.