Freedom Gold Corp. Announces Closing of First Tranche of Private Placement Offering of Units
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…
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
veronique.laberge@spodlithiumcorp.com
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.
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About Freedom Gold Corp.
Freedom Gold Corp. (CSE: FRDM) is a Canadian mineral exploration company focused on the acquisition, exploration and development of high-potential gold projects in Nova Scotia and Québec.
For further information, contactshurko@FreedomGoldCorp.comor call (902) 233-3746.
Forward-Looking Statements
All statements on this website about anticipated future events or results constitute forward-looking statements, including, but not limited to, statements with respect to the Company's exploration plans, the potential of its mineral properties, financings and the use of proceeds, and the timing and results of future exploration programs. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Although Freedom Gold Corp. (“Freedom” or the “Company”) believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on them since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated, including risks associated with the business of Freedom; risks related to exploration and potential development of the Company's mineral properties; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and First Nation groups and the issuance of required permits; the need to obtain additional financing and uncertainty as to its availability and terms; the possibility of delay in exploration or development programs; and other risk factors identified in Freedom's filings with Canadian securities regulators on SEDAR+. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Freedom does not undertake any obligation to update forward-looking statements except as required by applicable securities laws.
Historical exploration results referenced on this website have not been independently verified by the Company and should not be relied upon. Technical information on this website has been reviewed and approved by Mr. Martin Demers, P.Geo. (APEGNB L5980), a technical advisor to the Company and a Qualified Person as defined by National Instrument 43-101.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this website.