Falco shareholders elect five directors to board

Executive Summary

• Falco Resources Ltd. announced the closing of senior debt transactions with OR Royalties and Glencore, involving the extension of maturity dates and the issuance of new warrants.
• The company reported the election of five directors and the appointment of Alexander Dann as Chair of the Board, succeeding Mario Caron.
• Shareholders approved the existing long-term incentive plan and amendments to the convertible secured senior loan with OR Royalties.

Key Details

• Director Elections: Five nominees listed in the management information circular dated Nov. 4, 2025, were elected as directors.
• Board Appointments: Alexander Dann appointed as Chair of the Board effective immediately; Mario Caron continues as Lead Director.
• Auditor Appointment: PricewaterhouseCoopers LLP appointed as independent auditor for the ensuing year.
• Shareholder Resolutions:
  • Approval of the existing rolling 10-per-cent long-term incentive plan (LTIP).
  • Approval of amendments to the convertible secured senior loan with OR Royalties Inc.
• OR Royalties Transaction (Closing):
  • Effective date: Dec. 31, 2025.
  • Principal amount of amended loan: $26,098,521 (accrued interest capitalized).
  • Conversion price maintained at 45 cents per common share.
  • Interest rate maintained at 9 per cent.
  • Existing warrants (17,690,237) remain outstanding until Dec. 31, 2025.
  • New warrants issued: 19,332,237 warrants, exercisable from Jan. 1, 2026, at 58 cents per share, expiring Dec. 31, 2026.
• Glencore Transaction (Closing):
  • Effective date: Dec. 31, 2025.
  • Principal amount of amended debenture: $15,433,754 (accrued interest capitalized).
  • Conversion price maintained at 37 cents per common share.
  • Interest rate maintained at 10 per cent.
  • Existing warrants (19,424,944) remain outstanding until Dec. 31, 2025.
  • New warrants issued: 21,381,422 warrants, exercisable from Jan. 1, 2026, expiring Dec. 31, 2026.
    • 15,061,158 warrants at 38 cents per share.
    • 6,320,264 warrants at 42 cents per share.
• Hold Periods: Common shares issuable upon conversion of the OR Royalties loan and Glencore debenture, as well as the new warrants, are subject to a four-month hold period from the effective date.

Notable Quotes

• "Members of the board and the management team of Falco thank Mr. Caron for his leadership and guidance as chair and are pleased that Falco will continue to benefit from his contributions as a member of the board."