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.
• Premium Units:
  • Quantity: Up to 13,489,209 units.
  • Price: 22.24 cents per unit.
  • Composition: Each unit consists of one common share and one-half of one share purchase warrant.
  • Warrant Terms: Each whole warrant entitles the holder to acquire one additional common share at an exercise price of 24 cents for a period of 24 months from issuance.
  • Tax Status: Common shares and warrants qualify as flow-through shares under the Income Tax Act (Canada).
• Flow-Through (FT) Shares:
  • Quantity: Up to 5,405,405 shares.
  • Price: 18.5 cents per share.
  • Tax Status: Qualify as flow-through shares for the purposes of the Income Tax Act (Canada).
• Strategic Investor: Alamos Gold Inc. (TSX: AGI; NYSE: AGI) is committed to purchasing securities to maintain a 10.8% interest in GFG Resources upon completion.
• Closing Date: 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.
• Exemptions: Offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Part 5A). No hold period applies to subscribers.
• Insider Participation: 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 transaction value is not expected to exceed 25% of the company's market capitalization.

Notable Quotes

• "As part of the offering, the company is pleased to announce that Alamos Gold Inc. ... has committed to purchase securities in the offering to maintain their position at a 10.8-per-cent interest in the company upon completion of the offering."