Freeport Resources Announces Closing of First Tranche of Private Placement and Update on Renewal of Yandera Exploration License
1
Freeport Resources Announces Closing of First Tranche of Private Placement and
Update on Renewal of Yandera Exploration License
Vancouver, British Columbia, November 18, 2025 - Freeport Resources Inc. (TSXV: FRI) (OTCQB: FEERF)
(FSE: 4XH) (“Freeport Resources” or the “ Company“) is pleased to announce that, further to its news
release of October 15, 2025 , the Company has closed the first tranche of a non -brokered private
placement through the issuance of 53,828,332 units (each, a “ Unit”) at a price of $0.0 3 per Unit for
aggregate gross proceeds of approximately $1,614,850 (the “First Tranche”). Each Unit consists of one
common share of the Company, and one -half-of-one share purchase warrant (each whole warrant, a
“Warrant”). Each Warrant will entitle the holder to acquire an additional common share at a price of $0.06
for a period of twelve months following issuance.
The First Tranche forms part of a larger offering by the Company (the “Offering”) of up to 100,000,000
Units by way of non-brokered private placement at a price of $0.03 per Unit for gross proceeds of up to
$3,000,000. The Company anticipates utilizing the proceeds from the Offering for the continued
development of the Yandera Copper Project and for general working capital purposes. The Company does
not anticipate that any portion of the proceeds from the Offering will be used to conduct investor relations
activities. The Company does not expect to utilize the proceeds of the Offering to make payments to non-
arms’ length parties, other than in the ordinary course of their compensation for services provided to the
Company.
In connection with closing of the First Tranche , the Company paid a finder’s fee of $6,000 and issued
2,106,700 non-transferrable finder warrants, subject to acceptance by the exchange (each exercisable to acquire an
additional common share at a price of $0.05 for a period of 12 months following issuance), to eligible third-parties
who have assisted in introducing subscribers to the Offering.
All securities issued in connection with the Offering will be subject to restrictions on resale for a period of
four-months-and-one-day in accordance with applicable securities laws. Completion of any additional
tranche of the Offering remains subject to approval of TSX Venture Exchange.
Insiders of the Company subscribed for a total of 925,000 Units under the First Tranche. The participation
of insiders in the First Tranche constitutes a “related party transaction ”, within the meaning of TSX -V
Policy 5.9 and Multilateral Instrument 61 -101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101”). The Company has relied on the exemptions from the formal valuation and
minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI
61-101 in respect of the related party participation in the First Tranche as neither the fair market value
(as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration
for, the First Tranche, insofar as it involved the interested parties, exceeded 25% of the Company's market
2
capitalization (as determined under MI 61 -101). The Company did not file a material change report in
respect of the related party transaction at least 21 days before the closing of the First Tranche because
insider participation had not been confirmed until shortly prior to closing of the First Tranche, and the
shorter period was necessary in order to permit the Company to close the First Tranche in a timeframe
consistent with usual market practice for transactions of this nature.
Update on Yandera Exploration License Renewal
Freeport Resources is also pleased to announce the Mineral Resources Authority (“MRA”) of Papua New
Guinea (“PNG”) has confirmed receipt of the Company’s application for the renewal of Exploration License
1335 (EL 1335) which covers the 245.5 square kilometer concession comprising the Yandera Copper Project.
EL 1335 which is administered by the MRA under the Mining Act of 1992 of PNG, is held under a standard
two-year term ending November 19, 2025.
A Wardens Hearing for EL 1335, which is a mandatory part of the renewal process for all exploration licenses
for PNG, is in the process of being scheduled by the MRA at Yandera, with all principal landowners present.
The Wardens Hearing is expected to be conducted by senior MRA Mining Warden Mr. Kopi Wapa. The
communities and landowners continue to be supportive of the renewal of EL 1335 and look forward to the
advancement of the Yandera Copper Project, and in late October, Freeport Resources had meetings with
landowners and stakeholders in Madang and Port Moresby to continue to advance the project and engage
with the community.
Background on the Yandera Copper Project
Freeport Resources acquired the Yandera Copper Project in 2021. Approximately US$200 million in
exploration and development expenditures have been committed to EL 1335 since 2005. Work completed
and studies funded to date include approximately 154,600 meters of exploration drilling, the vast majority of
which has focused on the Yandera Central deposit, scoping studies, engineering studies, environmental
studies, a historic 2017 National Instrument 43-101 Pre-Feasibility Study*, and a number of other
infrastructure-related studies.
Freeport Resources remains focused on advancing development of the Yandera Copper Project toward
decisions regarding economics and a wider exploration program of several targets within the largely
underexplored land package. The Company is committed to the responsible development of the Yandera
Copper Project, ensuring that all activities are conducted in a safe, ethical, and environmentally sustainable
manner.
The Yandera Copper Project is located 95-km southwest of the capital city of Madang Province and 235-km
to the northwest of Lae which is the largest port city in PNG and an important industrial center. As one of
the largest undeveloped copper deposits in the world, the Yandera Project has the potential to support
communities and create jobs along the Yandera Corridor. The Company anticipates the potential economic
influence of the Yandera Copper Project could span 5 provinces and create wealth for generations including,
but not limited to, strategic road and highway building, power generation and related infrastructure.
Qualified Person
Dr. Nathan Chutas, PhD, CPG, Senior Vice-President of Operations for Freeport Resources, is a qualified
person for the purposes of National Instrument 43-101. Dr. Chutas has reviewed and approved the
technical content in this announcement.
3
About Freeport Resources Inc.
Freeport Resources is a Canadian mineral exploration company with a primary focus on advancing the
development of the Yandera copper-gold-molybdenum project, located in Madang Province, Papua New
Guinea. The Yandera project is one of the largest undeveloped copper-gold deposits in the world covering
approximately 245.5 square kilometers.
Please visit www.freeportresources.com or contact the email address below for more information.
On behalf of the Board,
Freeport Resources Inc.
Gord Friesen, Chief Executive Officer
T. (236) 334-1660
www.freeportresources.com
*The Pre-Feasibility Study was prepared prior to the Company acquiring an interest in the Yandera Copper
Project, and is derived from historical estimates which the Company is not treating as current. This information
is intended to provide readers with context on historical analys is conducted on the Yandera Copper Project,
however the Company cautions that a qualified person has not done sufficient work to classify any historical
estimates in respect of the Yandera Copper Project as current and any analysis conducted by previous owners
of the Yandera Copper Project may rely upon assumptions which are no longer reasonable or accurate in the
context of the current market. The Company would need to conduct an exploration program, including
twinning of historical drill holes in order to verify any historical estimates as current mineral resources.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release,
the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule”, “intends” and
similar words or expressions identify forward -looking statements or information. Such statements represent the
Company’s current views with respect to future events and are necessarily based upon a number of assumptions and
estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic,
competitive, political and social risks, contingencies and uncertainties. Examples of such statements include, but are
not limited to, statements with respect to the development of the Yandera Copper Project, including exploration and
technical work; the closing of any additional tranches of the Offering; the outcome of the Wardens Hearing; and the
use of proceeds from the Offering. The material factors and assumptions used to develop the forward -looking
information contained in this news release include, b ut are not limited to, key personnel and qualified employees
continuing their involvement with the Company; the Company’s ability to secure additional financing on reasonable
terms; the competitive conditions of the sector in which the Company operates; an d laws and any amendments
thereto applicable to the Company.
Many uncertainties and factors, both known and unknown, could cause results, performance or achievements to be
materially different from the results, performance or achievements that are or may be expressed or implied by such
forward-looking statements, including, without limitation, risks relating to the future business plans of the Company;
risks related to the exploration and development of the Yandera Copper Project; risks that the Company will not be
able to retain its key personnel; and risks that the Company will not be able to secure financing on reasonable terms
4
or at all . The Company does not intend, and does not assume any obligation, to update these forward -looking
statements or information to reflect changes in assumptions or changes in circumstances or any other events
affecting such statements and information other than as required by applicable laws, rules and regulations.