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Jun 12, 2019

Falcon Announces Amendment to Private Placement Financing & Change to Management

Vancouver, B.C., June 12, 2019. FALCON GOLD CORP. ("Falcon" or the "Company") announces that it has amended its previously announced, discretionary waiver private placement and subject to TSX Venture Exchange acceptance, will proceed with a private placement for up to $500,000 priced at $0.025 per common share Unit.  Each Unit will consist of one Falcon common share ("Share") and one share purchase warrant. Each Warrant shall have a term of 24 months commencing on the Closing Date and shall entitle the holder to purchase a Share at a price of $0.05 per share during the term of the Warrant.  The previously announced private placement of units and flow through shares has been cancelled. (news release dated: May 6, 2019)

Proceeds from the Unit financing shall be used by the Company as follows: Ontario Gold and Copper Properties Surface Exploration and Diamond Drilling - $282,425; Argentine gold/copper property  exploration and concessions payment - $68,400; rent - $14,400; office overhead - $7,500; administration - $24,000; legal, audit and accounting - $22,500; Ontario properties fees and payments - $38,000; First Nations consultations - $7,000; Offering expenses and investor communications - $12,000; regulatory filing fees- $8,850; and working capital - $14,925.

The Company contemplates that various exemptions will be utilized pursuant to this financing. It may rely upon the suitability advice exemption (B.C. Instrument 45-536) as well as the existing shareholder exemption (CSA notice 45-313) which allows for an investment of up to $15,000 (from a non-accredited investor) within any 12-month period. There is no material fact or material change that has not been generally disclosed. Closing will be subject to TSX Exchange approval and any shares issued will be subject to a four-month hold period.

Management Changes

The Company wishes to report that, Mr. Stephen Wilkinson, will be retiring as Falcon's CEO and director effective June 30, 2019.  Mr. Wilkinson has headed the Company since October 2014 and intends to remain actively involved in Falcon's affairs in the capacity of Advisor to the Board.

Mr. Karim Rayani, who has been a Strategic Advisor to Falcon since May 2018, will be assuming the role of CEO and director. For the past 15 years Mr. Rayani has focused on financing both domestic and international mineral exploration and development. Mr. Rayani is currently Chairman of R7 Capital Ventures Ltd., a Vancouver based merchant bank and advisory firm. Prior to R7, he worked independently as a Management Consultant and Financier to companies in the junior mining, bio-medical and technology sectors raising over $45 million over the last 4 years for public and private companies. Mr. Rayani has developed an extensive network of contacts throughout North America and Europe with a focus on Institutional investors. Mr. Rayani's appointment is subject to TSXV exchange approval.

About Falcon Gold Corp.

Falcon is a Canadian, mineral exploration company focused on generating, acquiring, and exploring opportunities in the Americas. Its Canadian projects include; the Central Canada gold and copper project and an interest in the Burton gold property located near Sudbury, Ontario. Falcon also has an agreement to acquire seven (7) contiguous mineral concessions covering an aggregate area of 20,461 hectares located within the Sierra de Las Minas District, Argentina which is known to be host to several past producing gold, copper and silver mines. The Company presently has approximately 38 million common shares outstanding and is listed on the TSX Venture exchange with the trading symbol: "FG". For information on the Company, please visit our website: www.falcongold.ca.

CONTACT INFORMATION:

CONTACT INFORMATION:
Falcon Gold Corp.

David Tafel
Chairman

Stephen Wilkinson
CEO & Director

Telephone: 604-683-1991
Email:

Cautionary Language and Forward-Looking Statements

This news release may contain forward looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, etc. Forward looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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.