GFG Announces C$4.0 Million Flow-Through Private Placement

Executive Summary

• GFG Resources Inc. announced a private placement to raise up to C$4.0 million through issuance of premium flow‑through units and flow‑through shares.
• Alamos Gold Inc. will purchase securities in the offering, maintaining its 10.8% ownership stake.
• The offering includes 13,489,209 Premium Units at C$0.2224 each and up to 5,405,405 FT Shares at C$0.185 each, with closing expected around November 3, 2025.

Key Details

• Total Gross Proceeds: Up to C$4.0 million.
• Securities Offered:
• Premium Units – up to 13,489,209 units @ C$0.2224 per unit. Each unit = 1 common share + ½ share purchase warrant (full warrant exercisable at C$0.24 for 24 months).
• FT Shares – up to 5,405,405 shares @ C$0.185 per share.
• Alamos Gold Commitment: Will purchase securities sufficient to retain a 10.8% interest post‑offering.
• Closing Date: On or about November 3, 2025, subject to TSX Venture Exchange approval and other conditions.
• Finder’s Fees: Up to 6% of gross proceeds may be paid as finder’s fees in compliance with securities laws.
• Regulatory Framework: Offering relies on NI 45‑106 Listed Issuer Financing Exemption; no hold period for FT Shares or Premium Units.
• Related Party Participation: Insiders expected to participate; transaction deemed a “related party transaction” under MI 61‑101, but valuation and consideration are not expected to exceed 25% of market cap, allowing exemption from formal valuation and minority approval requirements.

Notable Quotes

(No executive quotes were included in the release.)