Friday, August 14, 2026
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Friday, August 14, 2026 Admin

FRDM.CN ·

Freedom Gold Corp. Announces Closing of First Tranche of Private Placement Offering of Units

Financings Mergers & Acquisitions

Vancouver, British Columbia--(Newsfile Corp. - August 14, 2026) - Freedom Gold Corp. (CSE: FRDM) (formerly SPOD Lithium Corp. (the "Company" or "Freedom"), is pleased to announce it has closed the first tranche of its previously announced non-brokered private placement financing for aggregate gross proceeds of C$312,000 (the "Offering") through the issuance of 2,600,000 units (the "Units") at a price of $0.12 per Unit.

Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"), whereby each whole Warrant entitles to holder thereof to acquire additional Common Shares at an exercise price of $0.18 for a period of twenty-four (24) months from the date of issuance.

In connection with the Offering, the Company paid cash commissions of $5,040 to certain finders and issued 42,000 non-transferable finder's common share purchase warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.18 per Common Share for a period of twenty-four (24) months from the date of issuance.

Proceeds from the Offering will be used for general working capital purposes. The Units and underlying securities issued pursuant to the Offering will be subject to a four month and one day hold period from the date of issuance, pursuant to National Instrument 45-106 Prospectus Exemptions.

An insider from the Company indirectly subscribed for a total of 200,000 Units under the Offering. A subscription by an insider of the Company is considered to be a "related party transaction" of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the Offering, insofar as it involves the insider, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) as the fair market value of the Offering, insofar as it involves the insider, is not more than 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Offering because the details of the insider participation were not finalized until closer to closing of the Offering and the Company wished to close the Offering as soon as practicable for sound business reasons.

The securities offered 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 news 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.

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 is 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

Veronique Laberge
CFO & Interim CEO
+1 (514) 831-8626
[email protected]

Forward-Looking Information

Certain statements in this news release are forward-looking statements within the meaning of applicable securities laws, including with respect to future plans and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding the completion of the Option Agreement, exploration thereon, and the results of such exploration, closing of the Offering, the approval of the CSE, as well as any other beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forward-looking wording such as "may," "expect," "anticipate," "plan", "will", "intend," "believe", "estimate" and "continue," or the negative thereof or similar variations. These statements are based on management's reasonable assumptions, expectations and beliefs as of the date of this news release. Forward-looking statements in this news release include, without limitation, statements regarding the Offering, including the completion of the Offering, the timing thereof, the amount of proceeds that may be raised, the intended use of proceeds, and the receipt of all required regulatory approvals, including the approval of the Canadian Securities Exchange. Forward-looking information is based on a number of assumptions believed by management to be reasonable as of the date of this news release, including assumptions regarding market conditions, investor participation in the Offering, and the timely receipt of all necessary regulatory approvals. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, but not limited to, the inability to complete the Offering on the terms described herein or at all, changes in market conditions, the availability of financing, delays in obtaining required regulatory approvals, and general economic, market and business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking statement. The forward-looking statements contained in this news release are made as of the date of this news release, and, except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The CSE has not reviewed, approved or disapproved the contents of this news release.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION BY ANY UNITED STATES NEWS DISTRIBUTION SERVICE

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309760

Source: Freedom Gold Corp.