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SASKATOON, Saskatchewan, Nov. 07, 2025 (GLOBE NEWSWIRE) — GFG Resources Inc. (TSXV: GFG) (OTCQB: GFGSF) (“GFG” or the “Company”) has closed the second and final tranche of its previously announced private placement financing (the “Offering”) for additional gross proceeds of C$1,581,773. The Company has raised aggregate gross proceeds of C$4,119,677 from both tranches of the Offering.
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Pursuant to the second tranche of the Offering, GFG issued 8,550,128 flow-through common shares of the Company (each, a “FT Share”) at a price of C$0.185 per FT Share for gross proceeds of C$1,581,773.
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Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the FT Shares sold pursuant to the Offering have been issued pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106, and accordingly such securities will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an amended and restated offering document on Form 45-106F19 related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.gfgresources.com. The Offering remains subject to the final approval of the TSX Venture Exchange.
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The proceeds raised from the Offering will be used for exploration activities in Ontario that will qualify as “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)). The gross proceeds raised from the sale of the Premium Units and the FT Shares, will be used for exploration activities on the Company’s projects in Ontario.
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Related Party Transaction
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An aggregate of 786,667 FT Shares were purchased by directors and/or officers of GFG, in the second tranche closing. The purchase of FT Shares by insiders of GFG is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 on the basis that the transaction, insofar as it involved related parties, represented less than 25% of the market capitalization of GFG, all in accordance with subsections 5.5(a) and 5.7(1)(a) of MI 61-101.
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In connection with the close of the second tranche of the Offering, the Company paid cash finder’s fees on portions of the Offering totaling C$25,529.42.
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This news release does 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.
