Mr. Bassam Moubarak reports

FREEMAN GOLD CORP. ANNOUNCES SETTLEMENT OF CONVERTIBLE DEBENTURE INTEREST IN COMMON SHARES

Certain holders of an aggregate principal amount of $1.2-million of Freeman Gold Corp.'s 10 per cent convertible unsecured debentures issued on Aug. 18, 2025, have elected to have the annual interest payment due to them on Aug. 18, 2026, satisfied by the issuance of common shares of the company rather than in cash.

The 2025 debentures were issued on Aug. 18, 2025, in an aggregate principal amount of $5-million, bear interest at a rate of 10.0 per cent per annum calculated annually, payable in arrears on each annual anniversary of the date of issuance, and mature on Aug. 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, in common shares. (See the company's news releases dated July 17, 2025, and Aug. 18, 2025, for additional details regarding the 2025 debentures.)

Holders of an aggregate of $1.2-million principal amount of the 2025 debentures have elected to have the annual interest payment due to them on Aug. 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 Aug. 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 TSX-V on the trading day immediately preceding the applicable interest payment date; and (ii) the lowest price otherwise permitted by the TSX-V. The closing price of the common shares on the TSX-V on Aug. 17, 2026, was 40 cents. Accordingly, the company expects to issue an aggregate of 300,000 common shares at a deemed price of 40 cents 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 TSX-V. 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 per cent 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. 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 per cent of the company's market capitalization.

About Freeman Gold Corp.

Freeman Gold is a Canadian-listed gold development company focused on advancing the 100-per-cent-owned Lemhi gold project in Lemhi county, Idaho. The company is led by an experienced management team and board with proven 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.

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