GFG Resources Inc. — Capital/Financing Update 2022

Oct 13, 2022

FORM 51-102F3 Material Change Report

MATERIAL CHANGE REPORT UNDER SECTION 7.1 OF NATIONAL INSTRUMENT NO. 51-102

Item 1.	Reporting Issuer
	GFG Resources Inc. (the "Company") 202-640 Broadway Ave. Saskatoon, SK
	S7N 1A9
Item 2.	Date of Material Change

A material change took place effective October 6, 2022

Item 3. Press Release

On October 6, 2022, a news release in respect of the material change was disseminated by the Company.

Item 4. Summary of Material Change

The Company announced that it had completed its previously announced private placement (the "Offering") pursuant to which it issued (i) 7,200,909 units of the Company ("Units") at a price of \$0.11 per Unit for gross proceeds of \$792,100; (ii) 4,627,153 common shares of the Company that will qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) ("FT Shares") at a price of \$0.13 per FT Share for gross proceeds of \$601,530; and (iii) 4,183,810 premium units of the Company ("Premium Units") at a price of \$0.1573 per Premium Unit for gross proceeds of \$658,113 . Each Unit consists of one common share of the Company (which is not a "flow-through share") and onehalf of one share purchase warrant, with each whole share purchase warrant (a "Warrant") entitling the holder thereof to acquire one additional common share of the Company (which is not a "flow-through share") at an exercise price of C\$0.17 for a period of 24 months from the date of issuance, subject to acceleration in certain circumstances. Each Premium Unit consists of one FT Share and one-half of one Warrant.

Item 5. Full Description of Material Change

The material change is described in the Company's press release attached hereto as Schedule "A", which press release is incorporated by reference herein.

The Company announced that it had completed the Offering pursuant to which it issued an aggregate of 7,200,909 Units at a price of \$0.11 per Unit, 4,627,153 FT Shares at a price of C\$0.13 per FT Share and 4,183,810 Premium Units at a price of C\$0.1573 per Premium Unit.

Pursuant to the Offering, Brian Skanderbeg subscribed for an aggregate of 307,692 FT Shares at a price of \$0.13 per FT Share. Mr. Skanderbeg is an insider of the Company. As of October 6, 2022 immediately prior to the closing of the Offering, Mr. Skanderbeg held an aggregate of 5,467,731 common shares of the Company ("Shares") and convertible securities entitling Mr. Skanderbeg to acquire an additional 2,554,743 Shares, representing approximately 3.4% of the issued and outstanding Shares (and approximately 4.9% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Skanderbeg holds an aggregate of 5,775,423 Shares and convertible securities entitling Mr. Skanderbeg to acquire an additional 2,554,743 Shares, representing approximately 3.3% of the issued and outstanding Shares (and approximately 4.7% on a partially diluted basis assuming exercise of such convertible securities only).

Pursuant to the Offering, Patrick Downey subscribed for an aggregate of 75,000 FT Shares at a price of \$0.13 per FT Share. Mr. Downey is an insider of the Company. As of October 6, 2022 immediately prior to the closing of the Offering, Mr. Downey held an aggregate of 1,431,000 Shares and convertible securities entitling Mr. Downey to acquire an additional 812,468 Shares, representing less than 1% of the issued and outstanding Shares (and approximately 1.3% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Downey holds an aggregate of 1,506,000 Shares and convertible securities entitling Mr. Downey to acquire an additional 812,468 Shares, representing less than 1% of the issued and outstanding Shares (and approximately 1.3% on a partially diluted basis assuming exercise of such convertible securities only).

Pursuant to the Offering, Brian Booth subscribed for an aggregate of 100,000 Units at a price of \$0.11 per Unit. Mr. Booth is an insider of the Company. As of October 6, 2022 immediately prior to the closing of the Offering, Mr. Booth held 153,448 Shares and convertible securities entitling Mr. Booth to acquire an additional 620,044 Shares, representing less than 1% of the issued and outstanding Shares (and less than 1% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Booth holds an aggregate of 253,448 Shares and convertible securities entitling Mr. Booth to acquire an additional 670,044 Shares, representing less than 1% of the issued and outstanding Shares (and less than 1% on a partially diluted basis assuming exercise of such convertible securities only).

Pursuant to the Offering, Arnold Klassen subscribed for an aggregate of 153,000 FT Shares at a price of \$0.13 per FT Share. Mr. Klassen is an insider of the Company. As of October 6, 2022 immediately prior to the closing of the Offering, Mr. Klassen held an aggregate of 177,500 Shares and convertible securities entitling Mr. Klassen to acquire an additional 595,775 Shares, representing less than 1% of the issued and outstanding Shares (and less than 1% on a partially diluted basis assuming exercise of such convertible securities only). Following the closing of the Offering, Mr. Klassen holds an aggregate of 330,500 Shares and convertible securities entitling Mr. Klassen to acquire an additional 595,775 Shares, representing less than 1% of the issued and outstanding Shares (and less than 1% on a partially diluted basis assuming exercise of such convertible securities only).

Pursuant to the Offering, Richard Johnson subscribed for an aggregate of 150,000 FT Shares at a price of \$0.13 per FT Share. Mr. Johnson is an insider of the Company. As of October 6, 2022 immediately prior to the closing of the Offering, Mr. Johnson held an aggregate of 584,000 Shares and convertible securities entitling Mr. Johnson to acquire an additional 937,600 Shares, representing less than 1% of the issued and outstanding Shares (and less than 1%

on a partially diluted basis assuming exercise of such convertible securities only).
Following the closing of the Offering, Mr. Johnson holds an aggregate of
734,000 Shares and convertible securities entitling Mr. Johnson to acquire an
additional 937,600 Shares, representing less than 1% of the issued and
outstanding Shares (and less than 1% on a partially diluted basis assuming
exercise of such convertible securities only).

The financing was approved by the board of directors pursuant to directors' resolutions dated October 5, 2022. The transaction is exempt from the formal valuation and minority shareholder approval requirements of applicable securities laws as at the time the financing was agreed to, neither the fair market value of the subject matter of, or the fair market value of the consideration for, the financing insofar as it involves interested parties, exceeded 25% of the Company's market capitalization. The financing was completed to raise proceeds for exploration of the Company's mineral properties and for general corporate purposes. A material change report is being filed in connection with the insider participation in the financing less than 21 days in advance of closing of the financing, as the Company did not have prior confirmation of such participation. The private placement remains subject to final regulatory approval.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

Item 7. Omitted Information

No information has been omitted.

• Item 8. Executive Officer Richard Johnson
• Item 9. Date of Report

DATED at Toronto, in the Province of Ontario, this 13th day of October, 2022.

NEWS RELEASE

GFG Closes Oversubscribed Private Placement Financing

10/6/2022

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

SASKATOON, Saskatchewan, Oct. 06, 2022 (GLOBE NEWSWIRE) -- GFG Resources Inc. (TSX-V: GFG) (OTCQB: GFGSF) ("GFG" or the "Company") has closed the oversubscribed, private placement financing (the "Offering") (see news releases dated August 30, 2022 and October 5, 2022) for gross proceeds of C\$2,051,743. As part of the Offering, GFG is pleased to announce that its strategic investor, Alamos Gold Inc. (TSX: AGI; NYSE: AGI) ("Alamos"), participated in the Offering on a pro-rata basis.

"The Company is pleased to close the oversubscribed financing and grateful for the continued support from our long-standing shareholders and new owners during these challenging market conditions," stated Brian Skanderbeg, President and CEO of GFG. "The support from Alamos, long-term shareholders and insider participation is a testament to the quality of our assets, team and confidence in the potential of outlining the next Timmins gold deposit. The funds from the Offering will be primarily focused on advancing the Montclerg Gold Project and testing multiple targets for a new discovery within our district scale Goldarm Property."

Pursuant to the Offering, GFG issued (i) 7,200,909 units of the Company ("Units") at a price of C\$0.11 per Unit for gross proceeds of C\$792,100; (ii) 4,627,153 common shares of the Company that will qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) ("FT Shares") at a price of C\$0.13 per FT Share for gross proceeds of C\$601,530; and (iii) 4,183,810 premium units of the Company ("Premium Units") at a price of C\$0.1573 per Premium Unit for gross proceeds of C\$658,113.

The gross proceeds raised from the sale of the FT Shares and Premium FT Units will be used for exploration activities in Ontario that will qualify as "Canadian Exploration Expenses" (within the meaning of the Income Tax Act

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(Canada)). The net proceeds raised from the sale of the Units and upon exercise of the Warrants comprising, in part, the Units and Premium Units, if any, will be used for exploration activities on the Company's projects in Ontario as well as for general working capital purposes.

Each Unit consists of one common share of the Company (which shall not be a "flow-through share") and one-half of one share purchase warrant, with each whole share purchase warrant (a "Warrant") entitling the holder thereof to acquire one additional common share of the Company (which shall not be a "flow-through share") at an exercise price of C\$0.17 for a period of 24 months from the date of issuance. Each Premium Unit shall consist of one FT Share and one-half of one Warrant. If during the exercise period of the Warrants, but after the resale restrictions on the underlying common shares have expired, the closing price of the common shares of the Company is at a price equal to or greater than \$0.26 for a period of 10 consecutive trading days, GFG will have the right to accelerate the expiry date of the Warrants by giving notice, via a news release, to the holders of the Warrants that the Warrants will expire on the date that is 30 days after the issuance of said news release.

Related Party Transaction

In connection with the Offering, the following officers, and directors of the Company (collectively the "Insiders"), Messrs. Brian Skanderbeg (President, CEO and Director), Richard Johnson (CFO and Corporate Secretary), Patrick Downey (Chair), Brian Booth (Director), and Arnold Klassen (Director) have purchased a total of 100,000 Units and 685,692 FT Shares. Insiders' participation in the Offering constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is also relying on the exemption from minority shareholder approval requirements under MI 61-101, as the fair market value of the insiders' participation in the Offering does not exceed 25% of the market capitalization of the Company.

The securities issued in the Offering are subject to a hold period and may not be traded until February 7, 2023 except as permitted by applicable securities legislation and the rules and policies of the TSX Venture Exchange.

In connection with the Offering, the Company paid cash finder's fees on portions of the Offering totaling C\$45,408.

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.

About GFG Resources Inc.

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GFG is a North American precious metals exploration company focused on district scale gold projects in tier one mining jurisdictions, Ontario and Wyoming. In Ontario, the Company operates three gold projects, each 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. The Company also owns 100% of the Rattlesnake Hills Gold Project, a district scale gold exploration project located approximately 100 km southwest of Casper, Wyoming, U.S. In Wyoming, the Company has partnered with Group 11 through an option and earn-in agreement to advance the Company's Rattlesnake Hills Gold Project with a technology that could revolutionize the gold mining industry.

For further information, please contact:

GFG Resources Inc. Brian Skanderbeg, President & CEO or Marc Lepage, Vice President, Business Development Phone: (306) 931-0930 Email: info@gfgresources.com Website: www.gfgresources.com

Stay Connected with Us

Twitter: https://twitter.com/gfgresources LinkedIn: https://www.linkedin.com/company/gfgresources/ Facebook: https://www.facebook.com/GFGResourcesInc/

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 the completion of the Offering and potential gross proceeds to be raised pursuant thereto, the receipt of all applicable regulatory approvals, the prospective nature of the Company's property interests, 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 forwardlooking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does

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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 receipt of applicable regulatory approvals. availability of financing, 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; the prospective nature of the Company's properties, availability of financing, 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 completion of the Offering as presently proposed or at all, the failure to obtain all applicable regulatory approvals; 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.

Source: GFG Resources Inc.

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