GFG Closes Sale of its Rattlesnake Hills Gold Project to Patriot Gold

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SASKATOON, Saskatchewan, Dec. 16, 2024 (GLOBE NEWSWIRE) – GFG Resources Inc. (TSXV: GFG) (OTCQB: GFGSF) (“GFG” or “Company”) announces the closing of the sale (the “What is being done”) of which 100% is owned by the Rattlesnake Hills Gold Project (the “The project”) to Patriot Gold Vault Ltd., (“Patriot”) is a wholly owned subsidiary of Axcap Ventures Inc. (“Axcap“). Under the terms of the Transaction, Patriot will pay GFG an aggregate consideration of approximately C$3.3 million.

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“We are pleased to complete the sale of our Rattlesnake Hills Gold Project as part of our strategy and commitment to increasing our shareholder value”, said Brian Skanderbeg, President and CEO of GFG. “This transaction not only provides GFG with exposure to the future exploration success of the property through equity and milestone payments, but also allows us to benefit from the majority of the cash consideration. Combined with our recent warrant exercise, this agreement significantly strengthens our balance sheet, enabling us to continue our aggressive exploration programs in Timmins for both the Aljo and Muskego targets.”

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Terms of Transaction
Patriot acquired 100% interest in the project on the following terms:

• He made a cash payment of C$250,000 to GFG upon the signing of a binding letter of intent (“LOI”);
• Made a cash payment of C$250,000 to GFG upon delivery of the definitive agreement;
• Upon closing of the Transaction, Patriot:
  • Made a cash payment of C$1,200,000 to GFG; again
  • Issued to GFG 3,061,224 ordinary shares of Axcap (the “Considering Stocks“¹); again
• Patriot will pay to GFG an additional cash payment of C$1,000,000 on December 16, 2025.

Additional Terms

• After closing, Patriot will assume environmental responsibility for the Project and take the necessary steps to repay GFG’s US$219,000 reclaim bond.
• If the National Instrument 43-101 resource estimate for the Project indicates a mineral resource of more than 3,000,000 ounces of gold in the Measured and indicated or indicated section, Patriot will pay to GFG an additional C$1 of the net value of the cash or common mineral resource. Axcap shares, Patriot election.
• Patriot will reimburse GFG for all costs and expenses related to the Project incurred from the date of the signed LOI until December 16, 2024.

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⁽¹⁾
The Consideration Shares are subject to a statutory period of four months and one day in accordance with applicable securities laws. In addition, the Consideration Shares are subject to contractual resale restrictions whereby one-sixth of the Consideration Shares will be released from the resale restrictions every three months, beginning on the date of issuance and continuing for more than 15 months thereafter.

About GFG Resources Inc.

GFG is a North American precious metals exploration company specializing in gold projects at the first stage of mining. The Company operates three gold projects, each of which hosts large and potentially high-grade gold properties in the rich gold zone of Timmins, Ontario, Canada. Projects with similar geological settings that host most of the gold deposits found in the Timmins Gold Camp have produced more than 70 million ounces of gold.

For more information, please contact:
Brian Skanderbeg, President and CEO
or
Marc Lepage, Vice President, Business Development
Phone: (306) 931-0930
Email: info@gfgresources.com
Website: www.gfgresources.com

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Neither the TSX Venture Exchange nor its Legal 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.

WARNING REGARDING FORWARD-LOOKING INFORMATION

All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Securities Reform Act of 1995 (referred to herein as “ forward-looking statements”). Forward-looking statements include, but are not limited to, disclosures about potential events, test plans and expected results, conditions or financial performance based on assumptions about future economic conditions and operating procedures, planned use of profits, costs and budgets and their implementation. Generally, these forward-looking statements can be identified by using forward-looking words such as “plans”, “anticipates” or “anticipates”, “anticipates”, “budgets”, “planned”, “estimates”, “forecasts”, “intends”, “anticipates”. ” or “does not expect” or “believes”, or the opposite meaning or variation of those words and phrases or implying that certain actions, events or results, “may”, “may”, “might”, “might”, “may” or “will be taken”, “may” or “realize” or the opposite meaning thereof.

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All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of management, the long-term assumed gold price, whether current exploration and other objectives related to its mineral projects can be achieved and others. business operations will continue as expected; whether the current price and demand for gold will stabilize or improve; gold and other metal price developments, economic and political conditions and performance; and that business and general economic conditions will not change in a negative way.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results, level of activity, performance or achievements of GFG to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: risks and uncertainties related to the actual results of current evaluation activities; natural hazards; future gold prices; operational risk; accidents, labor issues and other risks of the mining industry; delays in obtaining government approvals or financing; and other risks and uncertainties. These risks and uncertainties are not, and should not be considered, exhaustive.

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Although GFG has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that 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 may 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 expectations and plans and to allow investors and others to gain a better understanding of our operating environment. Therefore, 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.

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