Mr. Bassam Moubarak reports

FREEMAN ANNOUNCES STRATEGIC PRIVATE PLACEMENT AND CONVERTIBLE UNSECURED DEBENTURE OFFERING FOR GROSS PROCEEDS OF $ 10.5 MILLION SECURING SUFFICIENT FUNDING TO CONSTRUCTION DECISION

Freeman Gold Corp. has arranged a non-brokered private placement financing of 55-million units of the company at a price of 10 cents per unit for aggregate gross proceeds of $5.5-million. Each unit comprises one common share of the company and one transferable common share purchase warrant that entitles the holder thereof to acquire one common share of the company at a price of 18 cents per share for a period of 18 months from the date of its issue. The non-brokered private placement is fully allocated and will be led by cornerstone investments from a strategic investor group.

The company further announces that it intends to complete a non-brokered private placement of unsecured convertible debentures for aggregate gross proceeds of $5-million, which will include participation by the strategic investor group that is participating in the non-brokered private placement. The combined proceeds from the non-brokered private placement and the debentures offering will result in an additional $10.5-million to the company. The debentures will be unsecured obligations of the company, mature five years from the date of issue and bear interest at a rate of 10 per cent per annum. The principal outstanding under the debentures will be convertible into common shares of the company at any time, at the option of the holder, at a conversion price of 18 cents per share. Interest will be payable annually during the term and on maturity. Each debenture holder can elect to receive the interest amount in common shares of the company (subject to TSX Venture Exchange (TSX-V) approval) or in cash, provided that any cash interest payable will be paid at maturity. Participants in the debenture offering will also receive, for every $1,000 of debentures, 5,556 transferable common share purchase warrants that, for each debenture warrant, entitle the holder thereof to acquire one common share of the company at a price of 22 cents per share for a period of 60 months from the date of its issue.

Bassam Moubarak, chief executive officer, stated: "Upon closing of the offering Freeman will have approximately $16-million, excluding warrant exercises. The board and senior management believe that the robust economics demonstrated in the 2023 PEA and recent 2025 pricing update make Lemhi a construction worthy asset. These funds will allow Freeman to leverage our extensive patented land position, simple processing flowsheet and straightforward permitting process to unlock significant shareholder value. These funds will ensure that Lemhi will be construction ready."

The units to be issued under the non-brokered private placement and the debentures to be issued under the debenture offering are expected to be offered by way of applicable prospectus exemptions in accordance with National Instrument 45-106 -- Prospectus Exemptions to accredited investors. The units issued pursuant to the non-brokered private placement and the debentures issued pursuant to the debenture offering, and the securities underlying the units and debentures, will be subject to the statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

The proceeds of the offering will be used for permitting of the Lemhi gold project.

The closing of the offering is subject to the prior acceptance of the TSX-V and other closing conditions customary for a financing of this nature.

Freeman also announces it has awarded 2.15 million restricted share units, subject to the terms and conditions of the RSU (restricted share unit) plan, to certain officers and independent directors of the company.

About the company and project

Freeman Gold is a mineral exploration company focused on the development of its 100-per-cent-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 comprises 988,100 ounces gold (oz Au) at 1.0 gram per tonne (g/t) in 30.02 million tonnes (4.7 million tonnes measured (168,800 oz) and 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 toward 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., National Instrument 43-101 technical report and preliminary economic assessment, dated Nov. 20, 2023; SEDAR+).

The recently updated price sensitivity analysis (see Freeman's news release dated April 9, 2025) shows a PEA (preliminary economic assessment) with an after-tax net present value (5 per cent) of $329-million (U.S.) and an internal rate of return of 28.2 per cent using a base case gold price of $2,200 (U.S.)/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 $925 (U.S.)/oz Au; and all-in sustaining costs of $1,105 (U.S.)/oz Au using an initial capital expenditure of $215-million (U.S.).*

* 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, PGeo, vice-president of exploration of the company and a qualified person as defined by the NI 43-101.

We seek Safe Harbor.