Freeman Gold Corp. — Capital/Financing Update 2020

Jun 25, 2020

FREEMAN GOLD CORP. Treasury Offering of Common Shares June 24, 2020

TERM SHEET

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer:	Freeman Gold Corp. (the “Company”).
Underwritten Offering:	18,000,000 common shares of the Company (the “Shares”).
Issue Price:	C$0.50 per Share (“Issue Price”).
Gross Proceeds:	C$9,000,000 (C$10,350,000 in the event the Over-Allotment Option as defined below is exercised in
	full). A maximum of C$3,000,000 of Shares will be issued to subscribers identified by the Company
	and agreed to by the Co-Lead Underwriters to be on the President’s List (the “President’s List”).
Over-Allotment Option:	The Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase
	up to an additional 2,700,000 Shares at the Issue Price exercisable in whole or in part at any time,
	for a period of 30 days after and including the Closing Date.
Use of Proceeds:	The net proceeds of the Offering will be used to advance the Lemhi Gold Project, as well as for
	working capital and general corporate purposes.
Type of Transaction:	Bought deal public offering by way of short-form prospectus subject to a formal underwriting
	agreement, including “material change out”, “disaster out” and “breach out” clauses running up to
	the Closing Date.
Selling Jurisdictions:	Short form prospectus to be filed in each of the provinces of Canada, other than Quebec. The
	Shares will also be offered in the United States to qualified institutional buyers on a private
	placement basis pursuant exemptions from the registration requirements of the United States
	Securities Act of 1933, as amended, and may also be offered on a private placement basis in
	certain jurisdictions outside of Canada and the United States pursuant to applicable prospectus
	exemptions.
Listing:	The common shares of the Company are listed on the Canadian Securities Exchange under the symbol
	“FMAN”.
Eligibility:	The Shares shall be eligible for RRSPs, RRIFs, RDSPs, TFSAs and DPSPs.
Co-Lead Underwriters:	Canaccord Genuity Corp. and Stifel GMP (the “Co-Lead Underwriters”) shall act as co-lead
	underwriters, joint bookrunners and each retain no less than 40% of the Offering. The Co-Lead
	Underwriters may invite additional agents as agreed by the Company to participate in the Offering
	(collectively with the Co-Lead Underwriters, the “Underwriters”).
Underwriters’ Commission:	7.0% cash commission (reduced to 3.0% for those subscribers on the President’s List) plus
	that number of warrants, exercisable at any time from the Closing Date to the day that is 24
	months from the Closing Date, to acquire in aggregate that number of common shares of the
	Company which is equal to 7.0% of the number of Shares sold pursuant to the Offering
	(reduced to 3.0% of the number of Shares issued to those subscribers on the President’s List)
	at the Issue Price.
Closing Date:	The closing of the Offering will occur on or around July 15, 2020 or on such date as may be agreed
	upon by the Company and the Co-Lead Underwriters (the “Closing Date”).