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Freeman Gold Corp. — Proxy Solicitation & Information Statement 2025
Aug 19, 2025
47758_rns_2025-08-19_9340ba9f-846d-4544-bb18-6e632373681d.pdf
Proxy Solicitation & Information Statement
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FREEMAN GOLD CORP.
Freeman Gold Corp.
2129 - 1055 West Georgia Street,
Vancouver, British Columbia
V6E 3P3 Canada
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the holders of common shares ("Shareholders") of FREEMAN GOLD CORP. (the "Company") will be held on Thursday, September 25, 2025, at 11:00 a.m. (Pacific Time) at 2400 – 1055 West Georgia Street, Cambie Room, Vancouver, British Columbia, V6E 3P2, for the following purposes:
- to receive the audited financial statements of the Company, together with the auditor’s report thereon, for the financial year ended November 30, 2024;
- to fix the number of directors to be elected at the Meeting at six (6);
- to elect directors of the Company to hold office until the next annual meeting of Shareholders;
- to appoint Crowe MacKay LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
- to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company’s 10% “rolling” stock option plan, as amended and restated on August 1, 2025, in the form attached as Appendix “A” to and as more particularly described in the Management Information Circular of the Company dated August 1, 2025 (the “Circular”);
- to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company’s restricted share unit plan, as more particularly described in the Circular; and
- to transact such other business as may properly come before the Meeting or any adjournment thereof.
The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Shareholders are advised to review the Circular before voting.
Also accompanying this Notice is a (i) form of proxy, or (ii) voting instruction form and request for financial statements form.
The board of directors of the Company (the "Board") has fixed the close of business on August 1, 2025, as the record date (the "Record Date") for determining Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only Shareholders of record at the close of business on the Record Date and duly appointed proxyholders will be entitled to vote at the Meeting.
Registered Shareholders unable to attend the Meeting in person and who wish to ensure that their common shares ("Shares") will be voted at the Meeting are requested to complete, date and sign a form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular no later
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than September 23, 2025, at 11:00 a.m. (Pacific Time), the cut-off time for the deposit of proxies prior to the Meeting.
Non-registered (or beneficial) Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form. If you hold your Shares in a brokerage account, you are a non-registered (or beneficial) Shareholder. If voting by proxy, please carefully follow the instructions of your broker or intermediary in order to ensure your Shares are voted at the Meeting.
DATED at Vancouver, British Columbia, this 1st day of August, 2025.
BY ORDER OF THE BOARD
/s/ Bassam Moubarak
Bassam Moubarak
Chief Executive Officer and Director
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