GFG and Barrick Sign Strategic Earn-In to Accelerate Exploration at the Pen Gold Project

GFG Resources Inc. announced on August 25, 2026, a definitive earn-in agreement with Barrick Gold Inc. regarding GFG’s 100%-owned Pen Gold Project in the Timmins Gold District, Ontario. The deal grants Barrick the right to earn an initial 60% interest in Pen through aggregate cash payments of $1.2 million, funding $17.68 million in qualifying exploration and project expenditures over six years, and delivering an NI 43-101 technical report establishing a mineral resource of at least 1.5 million ounces of gold or gold equivalent within that timeframe.

Cash payments are structured as $420,000 upon execution and $130,000 annually for six years. Barrick holds a firm commitment to fund at least $4.0 million in qualifying expenditures within the first three years, which must include at least 5,000 metres of diamond drilling before the third anniversary. If Barrick withdraws before satisfying this $4.0 million firm commitment, it must pay any shortfall in cash to GFG. After satisfying the firm commitment, Barrick may discontinue the earn-in and would receive no interest in Pen.

Once the initial 60% is earned, the parties expect to form a joint venture with Barrick at 60% and GFG at 40%. Barrick may increase its stake to 70% by solely funding and delivering an NI 43-101-compliant PEA within two years, or to 80% by solely funding and delivering an NI 43-101-compliant feasibility study. Barrick acts as operator during the initial earn-in period and will manage exploration programs at Pen. GFG receives quarterly reports on activities, budgets, plans and results, and retains site-access and technical-review rights.

The release describes Pen as approximately 475 square kilometres, located roughly 50 kilometres southwest of Timmins, between Discovery Mining Ltd.’s Borden Gold Mine and Pan American Silver Corp.’s Timmins West Mine, with highway, rail and power corridors crossing the property. This is a project-level earn-in, not an equity investment in GFG, and not a sale of GFG. A live investor webinar is scheduled for August 26, 2026.

Prior releases showed Pen as one of GFG’s three Timmins projects, with 2025-2026 work focused on target development at Chabot and Muskego. The Barrick transaction was not previously signaled as a near-term event.

GFG Resources Inc. (GFG) announced a partnership with senior gold producer Barrick Gold to validate and fund exploration at its Pen Gold Project. The agreement involves a maximum $17.68 million in partner-funded expenditures, a figure that is substantial relative to GFG’s roughly C$60 million market capitalization as presented in June 2026. Within this total, a firm $4.0 million commitment is required within three years. This guaranteed near-term funding is meaningful, exceeding GFG’s reported cash balance of approximately $4.2 million at March 31, 2026.

The deal structure is non-dilutive to GFG shareholders, as Barrick does not receive GFG shares. Upon completion of the initial earn-in, GFG retains a 40% participating interest and receives annual cash payments. The arrangement allows GFG to direct its own treasury toward its wholly owned Goldarm Property and district-scale exploration pipeline.

Barrick is not acquiring GFG equity or the company. Most of the $17.68 million is conditional over six years, with only the $4.0 million being guaranteed in the near term. Barrick may withdraw after the firm commitment and would receive no interest, leaving GFG with 100% ownership but without the full anticipated funding. The initial earn-in requires the discovery of a 1.5 million ounce gold or gold-equivalent resource, a high hurdle for an early-stage project that currently has no formal resource in the provided materials. After joint-venture formation, GFG’s 40% interest is not automatically carried; future spending would generally be pro rata subject to customary dilution.

This disclosure represents new and unexpected positive news relative to prior filings. While it does not change GFG’s ownership or control, it de-risks Pen funding and provides a credible senior partner. The Barrick plan materially reduces pressure on GFG to fund Pen exploration from its existing treasury, which stood at about $4.2 million at March 31, 2026. This is not an earnings release, and no new financial results or production figures are included in the announcement.

GFG Resources Inc. is a North American precious metals exploration company focused on district-scale gold projects in the Timmins Gold District of Ontario, Canada. The district has historically produced over 70 million ounces of gold.

The company currently holds three projects: the wholly owned Goldarm Property, which serves as its flagship land package and includes the Aljo Gold Project, Montclerg Gold Project, Nahanni Target, and the Pipestone Deformation Zone; the Pen Gold Project, which is now subject to the Barrick earn-in; and the Dore Gold Project, a greenfield opportunity located between the Cote Gold Mine and Borden Gold Mine.

GFG has no production, no formal mineral reserves, and no formal mineral resources disclosed in the investor presentation. The Aljo project is being drilled toward a possible first resource. Reported exploration highlights include: - Aljo: 1.05 g/t Au over 71.0 m, including 7.51 g/t Au over 3.0 m - Aljo: 10.45 g/t Au over 2.1 m - Aljo: 1.01 g/t Au over 51.5 m - Nahanni East: 11.20 g/t Au over 0.7 m within 1.97 g/t Au over 6.2 m - Pen Chabot: 4.06 g/t Au over 4.2 m

Management includes President and CEO Brian Skanderbeg, VP Exploration Anders Carlson, and VP Business Development Marc Lepage. The board includes Non-Executive Chair Patrick Downey and former Lake Shore Gold CEO Brian Booth, among others.