NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH US NEWS WIRE
GFG Resources Inc. (TSXV: GFG,OTC:GFGSF) (OTCQB: GFGSF) (“GFG” or the “Company”) has closed the first tranche of its previously announced private placement financing (the “Offering”) for gross proceeds of C$2,537,904. In connection with the Offering, Alamos Gold Inc. (“Alamos”) (TSX: AGI; NYSE: AGI) securities and now owns an approximately 11.1% interest in the Company. The Company intends to close the final tranche of the Offering on or about November 7, 2025.
Pursuant to the Offering, GFG has issued 11,411,438 premium flow-through units of the Company (each “Premium Unit”) at a price of C$0.2224 per Premium Unit for gross revenue of C$2,537,904. Each Premium Unit consists of one common share of the Company and one-half of one share purchase warrant (each whole of such share purchase warrant, a ” Deposit “), whereby each Warrant entitles the holder thereof to acquire one additional common share of the Company at an exercise price of C$0.24 for a period of 24 months from the date of issuance. Each of the common shares and Warrants comprising the Premium Units qualifies as a “flow-through share” for the purposes of the Income Tax Act (Canada).
Subject to compliance with applicable legal requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (” IS45-106 “), the Premium Units sold pursuant to the Offering were issued pursuant to the Exemption for the Financing of Publicly Traded Issuers under Part 5A of NI 45-106, and accordingly, such securities will not be subject to a hold period under applicable Canadian securities laws. There is an amended and restated offering document on Form 45-106F19 in relation to the Offering, which can be accessed under the company profile at www.sedarplus.ca and on the Company’s website at www.gfresources.com. The Offering remains subject to the final approval of the TSX Venture Exchange.
Related party transaction
Alamos purchased 2,211,438 units through a share purchase agreement with a third party on November 3, 2025, for an aggregate purchase price of C$353,830 (the “ Transaction “). Prior to the closing of the Offering, Alamos held 30,550,212 common shares and 1,397,906 share purchase warrants of GFG, representing a share ownership percentage of approximately 10.8% (or 11.3% assuming the exercise of such share purchase warrants alone). After the closing of the Offering, Alamos will beneficially own, control and exercise control over 32,761,650 common shares and 2,503,625 warrants of GFG, representing 11.1% of the issued and outstanding common shares of GFG immediately after the closing of the Offering (or approximately 11.9% assuming the exercise of such warrants to purchase shares for investment purposes only), which will be evaluated and may be increased or decreased from time to time at the discretion of Alamos www.sedarplus.ca or may be requested by contacting Scott K. Parsons, Senior Vice President, Corporate Development and Investor Relations, at SParsons@alamosgold.com, 416-368-9932 (ext. 5439) or by mail at Brookfield Place, 181 Bay Street, Suite 3910, Toronto, Ontario M5J 2T3.
In addition, on November 3, 2025, a total of 2,406,250 Premium Units were purchased by Messrs. Brian Skanderbeg and Marc Lepage, both directors and/or officers of GFG, through a stock purchase agreement with a third party. The purchase of Premium Units by GFG insiders is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 on the basis that the transaction, to the extent it involved related parties representing less than 25% of GFG’s market capitalization, was all in accordance with subsections 5.5(a) and 5.7(1)(a) of MI 61-101.
In connection with the Offering, the Company paid cash sourcing fees for portions of the Offering in an aggregate amount of C$7,200.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any state securities laws, and may not be offered or sold within the United States unless an exemption from such registration is available.
About GFG Resources Inc.
GFG is a North American precious metals exploration company focused on district-level gold projects in the premier mining jurisdictions of Ontario and Wyoming. In Ontario, the company operates three gold projects, each large and promising gold projects in the prolific Timmins gold district, Ontario, Canada. The projects have similar geological conditions where most of the gold deposits have been found at the Timmins Gold Camp, which has produced more than 70 million ounces of gold. The company also owns 100% of the Rattlesnake Hills Gold Project, a district-scale gold exploration project located approximately 100 km southwest of Casper, Wyoming, USA.
For more information please contact:
Brian Skanderbeg, president and CEO
or
Marc Lepage, vice president, business development
Phone: (306) 931-0930
E-mail: info@gfresources.com
Website: www.gfresources.com
Stay connected with us
X: https://x.com/gfresources
LinkedIn: https://www.linkedin.com/company/gfgresources/
Facebook: https://www.facebook.com/GFGResourcesInc/
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements, other than statements of historical fact, in this press release constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but are not limited to, disclosures regarding the receipt of all applicable regulatory approvals, the future nature of the Company’s ownership interests, exploration plans and anticipated results, conditions or financial performance that are based on assumptions about future economic conditions and courses of action; planned use of revenues, expenses and budgets and their implementation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “predicts”, “intends”, “anticipates” or “does not expect” or “believes”, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, ‘may’, ‘could’, ‘will’, ‘could’ or ‘will be assumed’, ‘occur’ or ‘achieved’ or its negative connotation.
All forward-looking statements are based on various assumptions, including, without limitation, management’s expectations and beliefs and the receipt of applicable regulatory approvals. availability of financing, the assumed long-term price of gold, that current exploration and other objectives relating to its mineral projects can be achieved and that its other business activities will proceed as expected; that the current price and demand for gold will be maintained or improve; the continuity of the price of gold and other metals, economic and political conditions and operations; the future nature of the Company’s properties, the availability of financing, and that general business and economic conditions will not change in a material adverse manner.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of GFG to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: risks and uncertainties related to the inability to obtain all applicable regulatory approvals; actual results of ongoing exploration activities; environmental risks; future gold prices; operational risks; accidents, labor issues and other risks of mining; delays in obtaining government approvals or financing; and other risks and uncertainties. These risks and uncertainties are not exhaustive and should not be construed as exhaustive.
Although GFG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward-looking statements are provided solely for the purpose of providing information about management’s current expectations and plans and to enable investors and others to better understand our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements in this press release are made as of the date hereof and GFG assumes no obligation to update any forward-looking statements, except as required by applicable law.
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