NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH US NEWS FEEDS.
SASKATOON, Saskatchewan, October 29, 2025 (GLOBE NEWSWIRE) — GFG Resources Inc. (TSXV: GFG) (OTCQB: GFGSF) (“GFG” or “Company“) announces an increase in the previously announced private placement of premium flow-through units (“Premium units“) and pass-through shares (“FT shares“) to gross gross proceeds of up to C$4.23 million (“Offer“).
The Offering will consist of the issuance of up to 11,880,188 Premium Units at a price of C$0.2224 per Premium Unit and up to 8,550,129 FT Company Shares at a price of C$0.185 per FT Share, in any combination, for maximum aggregate gross proceeds of up to C$4.23 million. Each Premium Unit consists of one common share of the Company and one-half of one share purchase warrant, each warrant being an entire share purchase (“Order“”), which entitles the holder thereof to purchase 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 issue. Each of the common shares and warrants constituting the Award Units will qualify as a “vestment share” for purposes of Income Tax Law (Canada).
The Offering is expected to close on or about November 3, 2025 and is subject to certain conditions including, without limitation, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The Company may pay a commission for a portion of the Offering up to 6% of the aggregate gross proceeds. Finder fees will be paid in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
Subject to applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“Prospectus Exemptions”).IS 45-106“”), FT Shares and Premium Units will be offered for sale to purchasers located in Canada and/or other relevant jurisdictions pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106 (“Exemption from financing of a listed issuer“). Pursuant to the Listed Issuer Financing Exemption, FT shares and premium units issued to subscribers are not subject to a hold period under applicable Canadian securities laws. There is an amended and restated offering document on Form 45-106F19 associated with the enlarged offering, which can be accessed under the Company's profile at www.sedarplus.ca and on the company website at www.gfresources.com. Prospective investors should read this offering document before making an investment decision.
It is expected that certain Company insiders will participate in the Offering. Such participation will be considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“Special Transactions”).MI 61-101“). The Company intends to rely on the exceptions to the formal appraisal and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 with respect to any related party participation in the Offering because neither the fair market value (as determined in accordance with MI 61-101) of the subject matter of the transaction, nor the fair market value of the consideration for the transaction, because since it will be participated in stakeholders, it is expected to exceed 25% of the Company's market capitalization (as per MI 61-101).
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 such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. 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-scale gold projects in Tier 1 mining jurisdictions. The Company operates three gold projects, each containing large and highly prospective gold deposits in the prolific gold mining region of Timmins, Ontario, Canada. These projects share similar geologic settings to the majority of the gold deposits discovered at the Timmins Gold Camp, where more than 70 million ounces of gold have been produced.
For more information contact:
Brian Skanderbeg, President and CEO
or
Mark LePage, Vice President of Business Development
Phone: (306) 931-0930
E-mail: [email protected]
Website: www.gfresources.com
Stay in touch with us
X (Twitter): GFGResources
LinkedIn: https://www.linkedin.com/company/gfgresources/
Facebook: https://www.facebook.com/GFGResourcesInc/
Neither the 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, contained 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 United States Private Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but are not limited to, the expected completion of the Offering on the terms currently proposed or at all, the Company's future exploration plans with respect to its property interests and the timing thereof, the prospective nature of the projects, the future price of gold, the success of exploration and metallurgical testing, the timing of permitting, currency exchange rate fluctuations, additional capital requirements, government regulation of exploration, environmental risks, unexpected costs of reclamation, title disputes or claims, and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “expects”, “budget”, “scheduled”, “estimates”, “predicts”, “intends”, “expects” or “does not expect” or “believes”, or the negative thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “may”, “will”, “would”, “may” or “will be accepted”, “will happen” or “will be achieved” or their negative connotation.
All forward-looking statements are based on various assumptions, including, without limitation, management's expectations and beliefs, the expected long-term price of gold, that the Company will obtain necessary permits and access to mineral rights, that the Company will be able to access financing, adequate equipment and sufficient labor, and that the political environment in Canada will continue to support the development of mining projects. In addition, the similarity or proximity of other gold deposits to the Company's projects is not necessarily indicative of the geologic setting, alteration and mineralization of the Goldarm Project, the Pen Gold Project and the Dor Gold Project.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause GFG's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: actual results of current exploration activities; environmental risks; future gold prices; operational risks; accidents, labor problems and other risks of the mining industry; availability of capital, delays in obtaining governmental approvals or financing; obtaining applicable regulatory approvals and other risks and uncertainties. These risks and uncertainties, as well as additional risks described in the Company's most recent annual and interim MD&A, are not and should not be considered 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 could cause results not to be as expected, 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 GFG's operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.
The forward-looking statements in this press release are made as of the date hereof, and GFG undertakes no obligation to update any forward-looking statements except as required by applicable law.
