Falcon Offers Warrant Exercise Incentive Program

VANCOUVER, August 4, 2021 - Falcon Gold Corp. (TSXV:FG)(GR:3FA)(OTC PINK:FGLDF); ("Falcon" or the "Company") Announces today that it intends to apply for approval of a warrant exercise incentive program (the "Incentive Program") with the TSX Venture Exchange (the "Exchange").

As announced in our news release dated July 8^th, 2020, the Company completed private placement offerings of 5,750,000 Units at $0.08. Each Unit comprised of one (1) common share and one (1) share purchase warrant for three (3) years at $0.12 from the date of issuance (the "Placement Warrants"). The Company has 5,750,000 Placement Warrants priced at 12 cents expiring July 13^th, 2023.

Under the proposed Incentive Program, if the Placement Warrants are exercised prior to 4:00 p.m. (Vancouver Time) on the 30^th day after TSX Venture Exchange Approval (the "Incentive Period"), the Placement Warrant holder will receive one (1) additional warrant (an "Incentive Warrant") in consideration of the early exercise of each Placement Warrant. Each Incentive Warrant will be exercisable to acquire one (1) common share of the Company at a price of $0.18 per share for a period of one (1) year from the date of issuance. The Company believes this will give existing Placement Warrant holders the right incentive to exercise their Placement Warrants. The Incentive Warrants and any Shares issued upon the exercise of the Incentive Warrants will be subject to a hold period expiring four months plus one day after the date of distribution of the Incentive Warrant.

In the event a Placement Warrant holder determines not to participate in the Incentive Program, then following the expiry of the Incentive Period, the Placement Warrant holder may exercise the Placement Warrants on their original terms or allow them to expire unexercised.

No Directors or Officers of the Company owns or control any of the Placement Warrants. The Company is not aware of any potential new insider position that would be created upon the exercise of the Placement Warrants nor Incentive Warrants.

There are no guarantees of Exchange approval, and the Company will provide investors an update once it receives a decision from the Exchange.

Further details on the manner by which Placement Warrant holders may exercise their Placement Warrants under the Incentive Program will be provided once Exchange approval is granted.

The Company intends to use the proceeds from the exercise of any Placement Warrants for working capital and exploration on properties.

These 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 registered under the U.S. Securities Act and applicable state securities laws or an exemption from registration is available. This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this Warrant Incentive Program within the United States or to, or for the account or benefit of, U.S. Persons (as defined under Regulation S under the U.S. Securities Act).

Falcon Gold Corp.

Falcon is a Canadian mineral exploration company focused on generating, acquiring, and exploring opportunities in the Americas. Falcon's flagship project, the Central Canada Gold Mine, is approximately 20 km southeast of Agnico Eagle's Hammond Reef Gold Deposit.

The Company holds 5 additional projects. The Camping Lake Gold property and the Springpole West Property in the world-renowned Red Lake mining camp; a 49% interest in the Burton Gold property near Sudbury Ontario; and in BC, the Spitfire-Sunny Boy Gold Claims and the Gaspard property.

CONTACT INFORMATION:

Falcon Gold Corp.

"Karim Rayani"

Karim Rayani
Chief Executive Officer, Director
Telephone: (604) 716-0551
Email: info@falcongold.ca

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.

SOURCE: Falcon Gold Corp.