Falco Announces Election of Directors, Appointment of New Chair of The Board and Closing of Its Senior Debt Transactions

Corporate Governance - Five nominees were elected as directors of Falco Resources Ltd. as per the management information circular dated November 4, 2025 [1] - Mr. Alexander Dann has been appointed as Chair of the Board, succeeding Mr. Mario Caron, who will remain as lead director [2] Auditor Appointment - PricewaterhouseCoopers, LLP was appointed as the independent auditor for the upcoming year [3] Shareholder Resolutions - Shareholders approved the existing rolling 10% long-term incentive plan (LTIP) [4] - An ordinary resolution was approved for the amendment of the existing convertible secured senior loan with OR Royalties Inc., including the issuance of 19,332,237 warrants at an exercise price of $0.58 per share, expiring on December 31, 2026 [5] Debt Transactions - Transactions with OR Royalties and Glencore Canada Corporation have successfully closed and will be effective as of December 31, 2025 [6] - The principal amount of the amended OR Royalties Loan will be $26,098,521, with a conversion price of $0.45 per share and an interest rate of 9% [7] - The principal amount of the Amended Glencore Debenture will be $15,433,754, with a conversion price of $0.37 per share and an interest rate of 10% [8] Warrants Issuance - 19,332,237 OR Royalties Warrants will be issued, each exercisable at $0.58 per share, expiring on December 31, 2026 [7] - 21,381,422 New Glencore Warrants will be issued, with exercise prices of $0.38 and $0.42 per share, expiring on December 31, 2026 [9] Company Overview - Falco is one of the largest mineral claim holders in Québec, with rights to approximately 63,000 hectares in the Noranda Camp, representing 63% of the camp [11] - The main asset is the Horne 5 project, which produced 11.6 million ounces of gold and 2.5 billion pounds of copper from 1927 to 1976 [11] - Osisko Development Corp. is the largest shareholder, holding approximately 16% of the Corporation [11]