Freeman Announces Strategic Private Placement and Convertible Unsecured Debenture Offering FOR Gross Proceeds of $ 10.5 Million Securing Sufficient Funding to Construction Decision
FREEMAN ANNOUNCES STRATEGIC
PRIVATE PLACEMENT AND CONVERTIBLE
UNSECURED DEBENTURE OFFERING FOR
GROSS PROCEEDS OF $ 10.5 MILLION
SECURING SUFFICIENT FUNDING TO
CONSTRUCTION DECISION
/ NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR
FOR DISSEMINATION
IN
THE UNITED STATES
/
VANCOUVER, BC
,
July 17, 2025
/CNW/ - Freeman Gold Corp. (TSXV: FMAN, OTCQB: FMANF,
FSE: 3WU) ("
Freeman
" or the "
Company
") is pleased to announce that it has arranged a non-
brokered private placement financing (the "
Non-Brokered Private Placement
") of 55,000,000 units
of the Company ("
Units
") at a price of
$0.10
per Unit for aggregate gross proceeds of
$5.5 million
.
Each Unit is comprised of one common share of the Company and one transferable common share
purchase warrant ("
Warrant
") that entitles the holder thereof to acquire one common share of the
Company at a price of
$0.18
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 (the "
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 (collectively, the "
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 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
$0.18
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
("
Debenture Warrants
") that, for each Debenture Warrant, entitle the holder thereof to acquire one
common share of the Company at a price of
$0.22
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 securities offered hereunder have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This release does not constitute an offer to sell or a
solicitation of an offer to buy of any securities in
the United States
. 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.
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 2,150,000 restricted share units, subject to the terms and
conditions of the RSU Plan, to certain officers and independent directors of the Company.
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"). The Project comprises 30 square kilometres of highly
prospective land, hosting a near-surface oxide gold resource. The pit constrained National
Instrument 43-101 ("
NI 43- 101
") compliant mineral resource estimate is comprised of 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) & 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.
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 regarding the Offering and the terms thereof, statements regarding the use of
proceeds of the Offering, all statements related to the 2023 PEA, statements relating to
exploration, results therefrom, and the Company's future business plans, and statements regarding
the price sensitivity analysis and impact thereof on the evaluation of the Project's economic
potential. 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. The reader is urged to refer to the
Company's reports, publicly available on SEDAR+ at
www.sedarplus.ca
for a more complete
discussion of such risk factors and their potential effects. The Company does not undertake to
update forward
looking statements or forward
looking information, except as required by law.
SOURCE
Freeman Gold Corp.
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For further information:
For further information, please visit the Company's website at
www.freemangoldcorp.com or contact Mr. Bassam Moubarak at by email at
CO: Freeman Gold Corp.
CNW 07:30e 17-JUL-25