Vancouver, British Columbia--(Newsfile Corp. - October 13, 2026) - Freedom Gold Corp. (CSE: FRDM) (the "Company" or "Freedom"), announces an extension of its previously announced non-brokered private placement of up to 4,444,444 flow-through common shares ("FT Shares") at a price of C$0.18 per FT Share for gross proceeds of up to $800,000 (the "FTOffering"). The Company has extended the completion of the FT Offering until October 30, 2026. The Company also announces its intention to complete a non-brokered private placement of up to 1,666,666 units of the Company (each, a "Unit") at a purchase price of $0.12 per Unit for aggregate gross proceeds of up to $200,000 (the "Unit Offering") and to settle an aggregate of $25,654.89 of indebtedness through the issuance of common shares of the Company (the "Debt Settlement"), subject to applicable regulatory approvals. In addition, the Company is pleased to announce the appointment of Mr. Jimmy Gravel and Mr. George O'Reilly as directors of the Company, effective October 8, 2026. In connection with these appointments, Mr. Richard Goldstein tendered his resignation as a director of the Company, effective October 8, 2026.
Extension of FT Financing
All other terms and conditions of the FT Offering remain unchanged. For further details regarding the FT Offering, please refer to the Company's news release dated September 2, 2026.
Private Placement Offering of Units
Each Unit will be comprised of one common share in the share capital of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of $0.18 per Common Share for a period of 24 months from the date of issuance. The net proceeds from the Unit Offering will be used for general working capital purposes. The Units, and the securities underlying the Units, issued pursuant to the Unit Offering will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities laws, including National Instrument 45-106 - Prospectus Exemptions.
The Unit Offering remains subject to certain conditions, including, but not limited to, receipt of all necessary regulatory approvals, including approval of the Canadian Securities Exchange (the "CSE"). The Company currently anticipates closing the Unit Offering on or about October 30, 2026.
The Company may pay finder's fees to eligible finders in connection with subscriptions under the Unit Offering.
Certain insiders of the Company may purchase Units under the Unit Offering. Accordingly, the Company may issue securities to one or more purchasers who are considered "related parties" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and such subscriptions would constitute related party transactions within the meaning of MI 61-101 (the "Related Party Subscriptions"). Should any Related Party Subscriptions be completed, the Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101.
The foregoing securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Debt Settlement
The Company also announces that it intends to settle an aggregate of $25,654.89 of indebtedness owing to current and past directors of the Company for services rendered in such capacity, through the issuance of an aggregate of 213,790 common shares of the Company (the "Debt Settlement Shares") at a deemed price of $0.12 per Debt Settlement Share. The Debt Settlement Shares to be issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities laws. Completion of the Debt Settlement remains subject to customary closing conditions and regulatory approvals, including acceptance of the CSE.
Michel Lebeuf, a director and insider of the Company participated indirectly in the Debt Settlement and will receive 88,790 Debt Settlement Shares. The participation of Mr. Michel Lebeuf constitutes a "related party transaction" as defined under MI 61-101. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that neither the fair market value of the securities to be issued to the insider, nor the consideration for such securities, exceeds 25% of the Company's market capitalization.
The Company expects that closing of the Debt Settlement will occur within 21 days of this press release and that it will not file a material change report in respect of the related party transactions at least 21 days before the closing. The Company deems this circumstance reasonable in order to complete the Debt Settlement in an expeditious manner.
The Debt Settlement Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) 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 any securities in the United States.
Board Changes
Jimmy Gravel
Mr. Jimmy Gravel graduated from a business school specializing in sales and marketing more than 25 years ago. Over the past decade, he has developed extensive geological knowledge through field work alongside leading geologists, with a particular focus on advancing mining projects throughout Canada. Mr. Gravel currently serves as Chief Executive Officer, President and director of SLAM Exploration Ltd., a New Brunswick-based exploration company listed on the TSX Venture Exchange under the symbol SXL. He is also the President and founder of Florence Creek Inc., which is advancing a promising placer gold district in the Yukon, and the President and founder of NBGold Inc., a private exploration company that collaborates with several of New Brunswick's largest publicly traded mining companies. Previously, Mr. Gravel served as President and Chief Executive Officer of Genius Properties Ltd., a company listed on the CSE. Under his leadership, Genius Properties transitioned into Cerro de Pasco Resources Inc. through a strategic takeover, resulting in a company that currently has a market capitalization in excess of $450 million. Mr. Gravel remains a significant shareholder of several publicly traded companies and has been involved in the acquisition and disposition of numerous mining properties across Canada.
Mr. Gravel commented: "I am very excited to join the Board of Directors. The Company has very promising gold projects on the eastern coast of Canada, in Nova Scotia. Having worked with John Shurko for almost two decades now, I'm extremely confident that the Company has an excellent captain at the helm of this publicly traded vessel, and I'll gladly follow his leadership."
George A. O'Reilly M.Sc. Mineral Deposit Geologist (retired)
Upon graduating from Dalhousie University with a B.Sc. (Honours) in 1976, Mr. O'Reilly commenced his career with the Mineral Resources Division of the Nova Scotia Department of Mines and Energy (later the Department of Natural Resources), where he worked for 37 years. During his tenure, he obtained a Master of Science degree from Dalhousie University in 1988. The first 16 years of Mr. O'Reilly's career were devoted primarily to the mapping and study of mineral deposits associated with Nova Scotia's granitic terrains. In 1992, he assumed a supervisory role in the conversion of the province's hard-copy mineral occurrence card files into a digital Mineral Occurrence Database. Field verification of mineral occurrences throughout Nova Scotia, together with the maintenance and updating of the database, became the primary focus of the remainder of his career until his retirement in 2013. As part of this work, Mr. O'Reilly authored or coordinated the publication of 76 "From the Mineral Inventory" articles highlighting the geology and mineral potential of hundreds of mineral occurrences throughout Nova Scotia. The series became, and remains, among the most frequently downloaded information resources on the Mines Branch website. In 1982, Mr. O'Reilly coordinated and authored the Department's submission to the Nova Scotia McCleave Uranium Inquiry. Following the release of the Inquiry's final report in 1985, he was appointed Chair of the Interdepartmental Uranium Committee, comprising representatives from the Departments of Mines and Energy, Environment and Health. The committee examined issues arising from the Inquiry and delivered its final report to the Government of Nova Scotia in 1994. From 2000 to 2013, Mr. O'Reilly represented the Mines Branch on various interdepartmental committees addressing naturally occurring radiation concerns. This work resulted in the publication of Nova Scotia's first Uranium in Drinking Water Risk Map in 2009 and the Province's Radon in Homes Risk Map in 2013. Since retiring in 2013, Mr. O'Reilly has remained actively involved with both the Nova Scotia Prospectors Association and the Mining Association of Nova Scotia and currently serves as a director of each organization.
The Company would also like to thank Mr. Richard Goldstein for his service and contributions to the Company and wishes him continued success in his future endeavours.
About Freedom Gold Corp.
Freedom Gold Corp. is a leading exploration and development company focused on unlocking the vast potential of gold resources. With a strategic approach to resource management and a commitment to sustainable practices, Freedom is dedicated to driving innovation and delivering value for its stakeholders. Founded in 2020, its mineral properties are located in Quebec and Nova Scotia, regions renowned for its rich deposits of these valuable resources. For further information, please refer to the Company's disclosure record on SEDAR+ (www.sedarplus.ca).
On Behalf of the Board of Directors
John Shurko
Chief Executive Officer & Director
(902) 233-3746
shurko@freedomgoldcorp.com
Forward-Looking Statements
All statements in this press release about anticipated future events or results constitute forward-looking statements including, but not limited to, statements with respect to: statements regarding: the completion of the FT Offering, the Unit Offering and the Debt Settlement; the timing and anticipated closing dates thereof; receipt of all required regulatory approvals, including acceptance of the CSE; the anticipated gross proceeds of the financings; the intended use of proceeds from the Unit Offering; the issuance of securities pursuant to the Debt Settlement; the participation of insiders in the transactions contemplated herein; and the Company's future exploration and business plans. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements. Although Freedom believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since Freedom can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in Freedom's periodic filings with Canadian securities regulators. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include, without limitation, the ability to complete the FT Offering, the Unit Offering and the Debt Settlement on the terms described herein or at all; the ability to obtain all required regulatory approvals, including acceptance of the CSE; the ability to use proceeds as anticipated; risks related to director succession, changes in board composition, the retention and recruitment of qualified directors and the effectiveness of the Company's governance and strategic initiatives; general business, economic, competitive, political and social uncertainties; risks associated with mineral exploration and development; fluctuations in commodity prices and foreign exchange rates; the availability of financing on acceptable terms; permitting and regulatory risks; and the other risks disclosed in the Company's public filings available on SEDAR+. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Freedom does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
The CSE has not reviewed, approved or disapproved the contents of this news release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/318857
