GFG Receives Final Payment from the Sale of its Rattlesnake Hills Gold Project

Rhea-AI Summary

GFG Resources (OTCQB: GFGSF) received the final cash payment of C$1.0 million on December 12, 2025, completing aggregate cash proceeds of approximately C$3.3 million from the sale of its Rattlesnake Hills Gold Project to Roxmore Resources.

Terms included total cash payments of C$2.7 million, issuance of 3,061,224 Roxmore common shares (deemed C$581,633), assumption of environmental liability by Roxmore, and replacement of a US$219,000 reclamation bond. A contingent payment of C$1 per ounce is payable if a NI 43-101 shows >3,000,000 ounces.

Positive

• Total cash proceeds of C$3.3 million
• Received final cash instalment of C$1.0 million on Dec 12, 2025
• Issued 3,061,224 Roxmore shares valued at C$581,633
• Roxmore assumed environmental liability for the Project
• Reclamation bond of US$219,000 replaced by Roxmore

Negative

• No retained interest in Project beyond contingent C$1/oz payment
• Contingent upside requires >3,000,000 oz NI 43-101 resource

SASKATOON, Saskatchewan, Dec. 22, 2025 (GLOBE NEWSWIRE) -- GFG Resources Inc. (TSXV: GFG) (OTCQB: GFGSF) (“GFG” or the “Company”) announces that it has received the final cash payment of C$1.0 million from the sale (the “Transaction”) of its Rattlesnake Hills Gold Project (the “Project”) to Roxmore Resources Inc. (“Roxmore”), previously referred to as Patriot Gold Vault Ltd., a wholly owned subsidiary of Axcap Ventures Inc. Under the terms of the Transaction, Roxmore has paid GFG an aggregate payment of approximately C$3.3 million (see press release dated December 16, 2025).

Transaction Terms

Roxmore has now acquired 100% interest in the Project from the following terms:

• Cash payments totalling C$2.7 million consisting of:
  • C$250,000 to GFG on signing of the binding letter of intent;
  • C$250,000 to GFG upon the execution and delivery of a definitive agreement;
  • C$1,200,000 to GFG on closing of the transaction; and
  • C$1,000,000 on December 12, 2025.
    

Additional Transaction Terms

• Issued to GFG 3,061,224 common shares of Roxmore (the “Consideration Shares”) having a deemed value of C$581,633.
• Roxmore has assumed environmental liability for the Project and has replaced GFG’s US$219,000 reclamation bond.
• If a National Instrument 43-101 resource estimate in the Project reveals a mineral resource of greater than 3,000,000 ounces of gold in a Measured and Indicated or Inferred category, Roxmore will pay to GFG a further C$1 per total mineral resource ounce in cash or common shares of Roxmore, at the election of Roxmore.
  

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.

For further information, please contact:
Marc Lepage, Vice President, Business Development
Phone: (306) 931-0930
Email: info@gfgresources.com
Website: www.gfgresources.com

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Neither 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 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 Private Securities Litigation Reform Act of 1995 (referred to herein as “forward-looking statements”). Forward-looking statements include, but are not limited to, disclosure regarding possible events, exploration plans and expected results, conditions or financial performance that is based on assumptions about future economic conditions and courses of action, planned use of proceeds, expenditures and budgets and the execution thereof. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, “may”, “could”, “would”, “will”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.

All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of management, the assumed long-term price of gold, that the current exploration and other objectives concerning its mineral projects can be achieved and that its other corporate activities will proceed as expected; that the current price and demand for gold will be sustained or will improve; the continuity of the price of gold and other metals, economic and political conditions and operations; and that general business and economic conditions will not change in a materially adverse manner.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of GFG to be materially different 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 exploration activities; environmental risks; future prices of gold; operating risks; accidents, labour 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 construed as being, 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 cause results not to be as anticipated, 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 allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements in this news release are made as of the date hereof and GFG assume no obligation to update any forward-looking statements, except as required by applicable laws.

FAQ

What did GFGSF receive from the sale of Rattlesnake Hills on Dec 12, 2025?

GFGSF received the final cash payment of C$1.0 million, completing total cash proceeds of ~C$3.3 million plus 3,061,224 Roxmore shares.

How many Roxmore shares did GFGSF receive and what is their deemed value?

GFGSF received 3,061,224 Roxmore common shares with a deemed value of C$581,633.

What environmental and reclamation responsibilities changed after the sale to Roxmore?

Roxmore assumed the Project's environmental liability and replaced GFG's US$219,000 reclamation bond.

Is there any contingent payment tied to the Rattlesnake Hills sale for GFGSF?

Yes — Roxmore will pay GFG C$1 per total mineral resource ounce if a NI 43-101 shows >3,000,000 ounces, in cash or Roxmore shares.

How much cash did GFGSF receive in total from the Rattlesnake Hills transaction?

Aggregate cash payments to GFGSF totalled approximately C$3.3 million under the transaction terms.