Mr. John Shurko reports
FREEDOM GOLD CORP. ANNOUNCES CLOSING OF DEBT SETTLEMENT
Further to the news release dated Oct. 13, 2026, Freedom Gold Corp. has settled outstanding bona fide debts owing to current and past directors of the company for services rendered in such capacity through the issuance of common shares of the company on Oct. 27, 2026. Pursuant to the debt settlement, the company issued an aggregate of 213,790 common shares of the company at a deemed price of 12 cents per debt settlement share in full satisfaction of an aggregate amount of $25,654.89 owing to such creditors.
The debt settlement shares to be issued pursuant to the debt settlement will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities laws. Completion of the debt settlement remains subject to customary closing conditions and regulatory approvals, including acceptance of the Canadian Securities Exchange.
Michel Lebeuf, a director and insider of the company, participated indirectly in the debt settlement and has received 88,790 debt settlement shares. The participation of Mr. Lebeuf constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The corporation 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 transaction, insofar as it involves each of the significant shareholders, is not more than 25 per cent of the corporation's market capitalization. Additionally, the corporation is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves each of the significant shareholders, is not more than 25 per cent of the corporation's market capitalization.
The debt settlement was previously approved by the board of directors of the corporation, including disinterested directors. No special committee was established in connection with the transaction, and no materially contrary view was expressed or made by any director.
The company expects that closing of the debt settlement will occur within 21 days of this press release and that it will not file a material change report in respect of the related-party transactions at least 21 days before the closing. The company deems this circumstance reasonable to complete the debt settlement in an expeditious manner.
About Freedom Gold Corp.
Freedom Gold 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 are located in Quebec and Nova Scotia, regions renowned for its rich deposits of these valuable resources.
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