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Freeman Gold Corp. (TSXV: FMAN,OTC:FMANF) (OTCQB: FMANF) (FSE: 3WU) ("Freeman" or the "Company") announces that certain holders of an aggregate principal amount of $1,200,000 of the Company's 10% convertible unsecured debentures issued on August 18, 2025 (the "2025 Debentures") have elected to have the annual interest payment due to them on August 18, 2026 satisfied by the issuance of common shares of the Company ("Common Shares") rather than in cash.
The 2025 Debentures were issued on August 18, 2025 in an aggregate principal amount of $5,000,000, bear interest at a rate of 10.0% per annum calculated annually payable in arrears on each annual anniversary of the date of issuance, and mature on August 18, 2030. Under the terms of the 2025 Debentures, each holder may elect, by irrevocable written notice delivered to the Company in advance of an interest payment date, to have the annual interest payment due to it satisfied in cash or, subject to the approval of the TSX Venture Exchange (the "TSXV"), in Common Shares. [See the Company's news releases dated July 17, 2025 and August 18, 2025 for additional details regarding the 2025 Debentures].
Holders of an aggregate of $1,200,000 principal amount of the 2025 Debentures have elected to have the annual interest payment due to them on August 18, 2026, in the aggregate amount of $120,000, satisfied by the issuance of Common Shares. The balance of the annual interest payable in respect of the 2025 Debentures on August 18, 2026, being $380,000, will be dealt with in accordance with the terms of the 2025 Debentures and be paid in cash.
In accordance with the terms of the 2025 Debentures, the deemed issue price per Common Share issued in satisfaction of an annual interest payment is the greater of: (i) the last closing price of the Common Shares on the TSXV on the trading day immediately preceding the applicable interest payment date; and (ii) the lowest price otherwise permitted by the TSXV. The closing price of the Common Shares on the TSXV on August 17, 2026 was $0.40. Accordingly, the Company expects to issue an aggregate of 300,000 Common Shares at a deemed price of $0.40 per Common Share in full satisfaction of the $120,000 of interest to be settled.
The issuance of the Common Shares in satisfaction of interest on the 2025 Debentures remains subject to the acceptance of the TSXV. All Common Shares issued in satisfaction of such interest will be subject to a hold period expiring four months and one day from the date of issuance.
Related Party Transaction
Two of the holders that elected to have their annual interest payment satisfied in Common Shares are related parties of the Company. Tungsten III, LLC, a limited liability company held by Michael Parker, a holder of more than 10% of the outstanding Common Shares of the Company, will receive 75,000 Common Shares in satisfaction of $30,000 of interest, and Geomin Consulting Inc., a corporation held by Will Randall, a director of the Company, will receive 50,000 Common Shares in satisfaction of $20,000 of interest. The issuance of an aggregate of 125,000 Common Shares to these related parties constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a) thereof, on the basis that the fair market value of the Common Shares to be issued to related parties does not exceed 25% of the Company's market capitalization.
About Freeman Gold Corp.
Freeman Gold Corp. (TSXV: FMAN,OTC:FMANF, OTCQB: FMANF, FSE: 3WU) is a Canadian-listed gold development company focused on advancing the 100%-owned Lemhi Gold Project in Lemhi County, Idaho, USA. The Company is led by an experienced management team and board with proven track records in mine development, project financing, and value creation in the mining sector. Freeman has recently commenced advance permitting and baseline characterization for the Lemhi Gold Deposit, representing a key step in the Company's strategy to move the Lemhi Project assertively toward future development and production.
On Behalf of the Company
Bassam Moubarak
Chief Executive Officer
Neither the 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.
Forward-Looking Statements: This press release contains "forward‐looking information or statements" within the meaning of Canadian securities laws, which may include, but are not limited to, statements relating to the satisfaction of interest on the 2025 Debentures through the issuance of Common Shares, the number of Common Shares to be issued and the deemed issue price thereof, the receipt of the acceptance of the TSXV, the treatment of interest in respect of which holders elected payment in cash, and the Company's future business plans, and the availability of the exemptions relied upon under MI 61-101.
All statements in this release, other than statements of historical facts that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties, and assumptions, including that the TSXV may not accept the issuance of Common Shares in satisfaction of interest on the 2025 Debentures.
Although the Company believes the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct, and readers should not place undue reliance on forward-looking information. Forward-looking information is provided for the purpose of assisting investors and others in understanding the Company's current expectations, plans and objectives and may not be appropriate for other purposes.
All forward-looking information contained in this news release is made as of the date hereof. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
SOURCE Freeman Gold Corp.
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