GFG Resources Inc. (TSX-V: GFG) (OTCQB: GFGSF) is pleased to announce that it has signed a definitive earn-in agreement with Barrick Gold Inc. for a strategic earn-in transaction on GFG’s 100%-owned Pen Gold Project, located in the Timmins Gold District of Ontario (See Figure 1).

The transaction provides Barrick the opportunity to earn an initial 60% interest in Pen as the project operator by making aggregate cash payments of $1.2 million to GFG, funding $17.68 million in exploration and project expenditures, and delivering a National Instrument 43-101 – Standards of Disclosure for Mineral Projects technical report establishing a mineral resource of at least 1.5 million ounces of gold or gold equivalent within six years. Barrick may increase its interest to 70% by solely funding a preliminary economic assessment and to 80% by solely funding a feasibility study.

Transaction Highlights:

• Significant partner-funded investment: Barrick may fund up to $17.68 million in exploration and project expenditures to earn an initial 60% interest in Pen.
• Firm initial commitment: Barrick has committed to fund a minimum of $4.0 million in qualifying expenditures within the first three years.
• Near-term drilling: The initial commitment includes at least 5,000 metres of diamond drilling before the third anniversary of the Agreement.
• Non-dilutive cash to GFG: GFG will receive aggregate cash payments up to $1.2 million over the six-year earn-in period, including $420,000 upon execution of the Agreement.
• Meaningful retained ownership: Upon completion of the initial earn-in, GFG will retain a 40% participating interest in Pen.
• Potential advancement through feasibility: Barrick may increase its ownership to 70% by funding a PEA and to 80% by funding a feasibility study.
• Focused capital allocation: The transaction provides a pathway to aggressively advance Pen while allowing GFG to direct its treasury toward its wholly owned Goldarm Property and broader discovery pipeline in the Timmins Gold District.

Brian Skanderbeg, President and CEO of GFG, commented: “This proposed partnership represents a significant value-creating opportunity for GFG shareholders and a strong endorsement of the scale and quality of the Pen Gold Project. The transaction provides for substantial partner-funded exploration, meaningful near-term drilling and a pathway to advance Pen through resource definition and potentially feasibility, while GFG retains significant exposure to future success.

“Pen is a large and highly prospective land package in the Timmins Gold District that requires the scale of investment contemplated under this transaction to fully evaluate its potential. Importantly, this structure will allow us to accelerate exploration at Pen without drawing on GFG’s treasury, while our team and capital remain focused on advancing Goldarm – an emerging, underexplored gold corridor located within the well-established Timmins mining camp, where active programs at Aljo, Montclerg and Nahanni are building a pipeline of high-priority targets and new discovery opportunities.”

Initial 60% Earn-In

Barrick may earn an initial 60% interest in Pen by making aggregate cash payments of $1.2 million to GFG, funding at least $17.68 million in qualifying work expenditures over six years and delivering an NI 43-101 technical report establishing mineral resources of at least 1.5 million ounces of gold or gold equivalent, all by the sixth anniversary of the effective date of the Agreement.

The cash payments include $420,000 upon signing of the Agreement, followed by annual payments of $130,000 for six years. Barrick has made a firm commitment to fund at least $4.0 million in qualifying expenditures within the first three years, including a minimum of 5,000 metres of drilling before the third anniversary of the Agreement. Qualifying expenditures may include drilling, exploration activities, technical studies, claim maintenance and project-specific personnel costs.

If Barrick withdraws before satisfying the $4.0 million firm commitment, it must pay any shortfall directly to GFG in cash. After satisfying the firm commitment, Barrick may discontinue the earn-in and would receive no interest in Pen.

Additional Earn-In Rights

Following completion of the initial 60% earn-in, the parties expect to form a joint venture with Barrick holding 60% and GFG holding 40%.

Barrick may elect, within 60 days of forming the joint venture, to increase its ownership to 70% by solely funding and delivering an NI 43-101-compliant PEA within two years. Following delivery of the PEA, Barrick may elect, within 60 days, to increase its ownership to 80% by solely funding and delivering an NI 43-101 compliant feasibility study.

If Barrick does not exercise either additional funding option, future programs would be funded by the parties in proportion to their respective ownership interests, subject to customary dilution provisions.

Operatorship and Exploration Programs

Barrick will act as operator during the initial earn-in period and will manage exploration programs at Pen. GFG will receive quarterly reports on exploration activities, budgets, plans and results, and will retain customary site-access and technical-review rights.

Following formation of the joint venture, the majority-interest holder will act as operator unless otherwise agreed.

About the Pen Gold Project

The Pen Gold Project is located approximately 50 kilometres southwest of Timmins, Ontario, within a well-established mining corridor and strategically positioned between Discovery Mining Ltd.’s Borden Gold Mine and Pan American Silver Corp.’s Timmins West Mine. Covering approximately 475 square kilometres, Pen benefits from excellent existing infrastructure, with highway, rail and power corridors transecting the property and providing important logistical advantages for exploration and future development.

The Project covers a substantial package of Archean greenstone and hosts the interpreted western extension of the Porcupine-Destor structural corridor, a major regional structure associated with numerous world-class gold deposits throughout the Timmins Gold Camp.

All amounts in this news release are expressed in Canadian dollars.

Notice to Reader: The mineralization hosted on adjacent or regional properties and historical showings described herein is not necessarily indicative of the mineralization that may be identified on GFG’s subject property.

Figure 1: GFG Gold Projects in the Timmins Gold District

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Anders Carlson, P.Geo., Vice President, Exploration of GFG, a “qualified person” as defined under NI 43-101.

About GFG Resources Inc.

GFG is a North American precious metals exploration company focused on district scale gold projects in tier one mining jurisdictions. The Company operates three gold projects, each hosting large and highly prospective gold properties within the prolific gold district of Timmins, Ontario, Canada. The projects have similar geological settings that host most of the gold deposits found in the Timmins Gold Camp which have produced over 70 million ounces of gold.