Freeman Gold Corp. (TSX-V: FMAN) is pleased to announce that it has closed its previously announced non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of $5 million.

The debentures are unsecured obligations of the Company that mature August 18, 2030, and bear interest at a rate of 10% per annum. The principal outstanding under the Debentures is convertible into common shares of the Company at any time, at the option of the holder, at a conversion price of $0.18 per Share. Interest will be payable annually during the term and on maturity. As previously disclosed, each Debenture holder can elect to receive the interest amount in Shares (subject to TSX Venture Exchange approval) or in cash, provided that any cash interest payable will be paid at maturity.

Participants in the Debenture Offering also received, for every $1,000 of Debentures, an aggregate of 27,777,770 transferable common share purchase warrants, whereby each Debenture Warrant entitles the holder thereof to acquire one Share at a price of $0.22 until August 18, 2030.

All securities issued in connection with the Debenture Offering – the Debentures, the Debenture Warrants, and the Shares underlying the Debenture Warrants – are subject to the statutory hold period expiring December 19, 2025, being the date that is four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

No finder’s fees were applicable to the Debenture Offering, the proceeds of which will be used for permitting the Lemhi Gold project. An aggregate of $10.5 million has been raised from the combination of the $5 million Debenture Offering and the $5.5 million non-brokered private placement financing of units of the Company that closed August 6, 2025. The Debenture Offering remains subject to final acceptance of the TSX-V.

Certain insiders of the Company participated in the Debenture Offering in the aggregate amount of $2,000,000. Accordingly, the Debenture Offering is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation by directors, officers, and a significant shareholder of the Company in the Debenture Offering did not exceed 25% of the fair market value of the Company’s market capitalization, as calculated in accordance with MI 61-101.

The securities described herein 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 except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States.

Stock Option Grant

The Company also announces the grant of an aggregate of 11,850,000 fully-vested stock options to certain directors, officers, and consultants of the Company, whereby each stock option is exercisable at $0.19 into a Share for a period of five years from the date of grant, subject to regulatory approval.

About the Company and Project

Freeman Gold Corp. is a mineral exploration company focused on the development of its 100% owned Lemhi Gold project. The Project comprises 30 square kilometres of highly prospective land, hosting a near-surface oxide gold resource. The pit constrained National Instrument 43-101 compliant mineral resource estimate is comprised of 988,100 ounces gold  at 1.0 gram per tonne in 30.02 million tonnes (4.7 million tonnes Measured (168,800 oz) & 25.5 million tonnes Indicated (819,300 oz)) and 256,000 oz Au at 1.04 g/t Au in 7.63 million tonnes (Inferred). The Company is focused on growing and advancing the Project towards a production decision. To date, 525 drill holes and 92,696 m of drilling has historically been completed (Murray K., Elfen, S.C., Mehrfert, P., Millard, J., Cooper, Schulte, M., Dufresne, M., NI 43-101 Technical Report and Preliminary Economic Assessment, dated November 20, 2023; www.sedarplus.ca).

The recently updated price sensitivity analysis (see Freeman’s news release dated April 9, 2025) shows a PEA with an after-tax net present value (5%) of US$329 million and an internal rate of return of 28.2% using a base case gold price of US$2,200/oz; Average annual gold production of 75,900 oz Au for a total life-of-mine of 11.2 years payable output of 851,900 oz Au; life-of-mine cash costs of US$925/oz Au; and, all-in sustaining costs of US$1,105/oz Au using an initial capital expenditure of US$215 million^*.

^*Note: Mineral resources that are not mineral reserves do not have demonstrated economic viability. The preliminary economic assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.

The technical content of this release has been reviewed and approved by Dean Besserer, P. Geo., VP Exploration of the Company and a Qualified Person as defined by the NI 43-101.