Freeman Gold Corp. — Capital/Financing Update 2021

Nov 6, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Freeman Gold Corp. (the “ Company ”) Suite 1570, 505 Burrard Street Vancouver, British Columbia Canada V7X 1M5

Item 2 Date of Material Change

November 5, 2021

Item 3 News Release

The Company disseminated a news release announcing the material change described herein through the news dissemination services of Canada Newswire on November 5, 2021, and a copy was subsequently filed on SEDAR.

Item 4 Summary of Material Change

The Company announced an increase to the previously announced non-brokered private placement (November 1, 2021) from US$10 million to US$13 million. The Company will issue up to 37,142,857 units (the " Units ") at a price of US$0.35 per Unit.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

The Company announced an increase to the previously announced non-brokered private placement (November 1, 2021) from US$10 million to US$13 million. The Company will issue up to 37,142,857 units (the " Units ") at a price of US$0.35 per Unit.

Each Unit will consist of one common share of the Company (each, a " Share ") and one half (1/2) of one Share purchase warrant (each whole Share purchase warrant, a " Warrant "), with each Warrant entitling the holder thereof to purchase one Share for a period of sixty (60) months from closing at a price of US$0.65 per Share. The Company anticipates closing the Offering in late November 2021.

The Company intends to use the proceeds from the Offering for project development at its 100% owned Lemhi Project (as defined below), including: resource expansion and definition drilling, engineering, metallurgical and environmental studies, property wide exploration, and for general corporate activities.

Completion of the Offering remains subject to the approval of the Canadian Securities Exchange (the " CSE "). The Shares, including those underlying the Warrants, and the Warrants issued by the Company under the Offering will be subject to a four month and one day hold from the closing date of the Offering as prescribed by applicable securities laws. Additionally, the Company anticipates making an application to list the Warrants for trading on the CSE following expiration of the statutory hold period applicable to the Warrants.

The news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have

not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), and may not be offered or sold in the United States or to the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) or a person in the United States absent an exemption from the registration requirements of the U.S. Securities Act and in compliance with all applicable state securities laws.

5.2 Disclosure for Restructuring Transactions

Not applicable

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

Item 7 Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

Item 8 Executive Officer

For further information, please contact William Randall, President and Chief Executive Officer of the Company, at 604-687-7130.

Item 9 Date of Report

November 5, 2021