Freedom Gold Corp. Issues Common Shares as Partial Consideration to the Option Agreement

Rhea-AI Summary

Freedom Gold Corp (SPODD) issued on July 9, 2026 a total of 2,500,000 common shares under its June 4, 2026 option agreement with 21Alpha Resources, as partial consideration for an option to earn a 100% interest in the Blockhouse, Widow Point, Frenchvale and Westfield properties in Nova Scotia. The shares carry a four‑month hold period expiring November 7, 2026.

Gravel Developments and John Shurko Inc. each received 1,181,250 shares, triggering early warning disclosure. Gravel’s holdings rose from 22,000 (0.35%) to 1,203,250 shares (13.72%), and JSI’s from 1,533 (0.02%) to 1,182,783 shares (13.49%). Each may receive up to 4,252,500 shares in scheduled tranches over 36 months, subject to earn‑in milestones and regulatory hold and resale restrictions.

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Positive

• Option to earn 100% interest in four Nova Scotia properties
• Equity consideration structured in scheduled tranches over up to 36 months

Negative

• Immediate issuance of 2,500,000 new shares increases share count
• Potential future issuance of up to 4,252,500 shares each to GDI and JSI
• Two shareholders now each hold over 13% of outstanding shares

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Vancouver, British Columbia--(Newsfile Corp. - July 10, 2026) - Freedom Gold Corp. (CSE: FRDM) (formerly SPOD Lithium Corp. (the "Company" or "Freedom") is pleased to announce that it has issued (the "Issuance"), on July 9, 2026, an aggregate of 2,500,000 common shares (each a "Share") under its previously announced option agreement (the "Option Agreement") dated as of June 4, 2026, with 21Alpha Resources Inc. (the "Optionor") pursuant to which the Company has the option to earn a 100% interest (the "Option") in Blockhouse property, the Widow Point property, the Frenchvale property, and the Westfield property (collectively, the "Properties"), all located in Nova Scotia, Canada (see Freedom's news release dated June 4, 2026 for further information respecting the Option Agreement). The Shares were issued as partial consideration for the Option. The Shares are subject to a four-month hold period expiring November 7, 2026, in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.

Early Warning Disclosure for Gravel Developments Inc.

Gravel Developments Inc. ("GDI") acquired 1,181,250 Shares as a result of the Issuance, which represent more than 10% of the issued and outstanding Shares. Accordingly, The Company is providing the following disclosure pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103").

Immediately prior to Issuance, GDI had ownership of, and control and direction over, 22,000 Shares, representing 0.35% of the issued and outstanding shares on an undiluted basis. Immediately after the Issuance, GDI beneficially owns, and has control and direction over, 1,203,250 Shares, representing approximately 13.72% of the outstanding Shares on an undiluted basis.

The Shares were acquired by GDI as partial non-cash consideration for the grant of the Option. GDI holds the Shares for investment purposes. GDI may, depending on market conditions, general economic and industry conditions, the Company's business, financial condition and prospects, and other factors that GDI considers relevant, from time to time, increase or decrease its beneficial ownership of, or control or direction over, securities of the Company through market transactions, private agreements, treasury issuances, exercises of convertible securities, or otherwise.

Pursuant to the Option Agreement, the Company may issue to GDI up to an aggregate of 4,252,500 Shares in scheduled tranches over a period of up to 36 months. The first tranche of 1,181,250 Shares (issued as described above) was issued in accordance with the first milestone, which is the signing of the Option Agreement. Subject to the satisfaction of the applicable earn-in conditions, GDI may receive an additional 472,500 Shares on or before the 18-month anniversary of the effective date of the Option Agreement, 945,000 Shares on or before the 24-month anniversary of the effective date of the Option Agreement and 1,653,750 Shares on or before the 36-month anniversary of the effective date of the Option Agreement thereof, for a total of 4,252,500. The Shares issued to GDI are subject to a statutory hold period of four months and one day and a CSE-imposed Extended Hold restricting their resale, as described in the Company's CSE filings in respect of the transaction.

An early warning report will be filed by GDI pursuant to NI 62-103 on SEDAR+ under the profile of the Company.

Early Warning Disclosure for John Shurko Inc.

John Shurko Inc. ("JSI") acquired 1,181,250 Shares as a result of the Issuance, which represent more than 10% of the issued and outstanding Shares. Accordingly, The Company is providing the following disclosure pursuant to NI 62-103.

Immediately prior to Issuance, JSI had ownership of, and control and direction over, 1,533 Common Shares, representing 0.02% of the issued and outstanding shares on an undiluted basis. Immediately after the Issuance, JSI beneficially owns, and has control and direction over, 1,182,783 Shares, representing approximately 13.49% of the outstanding Shares on an undiluted basis.

The Shares were acquired by JSI as partial non-cash consideration for the grant of the Option. JSI holds the Shares for investment purposes. JSI may, depending on market conditions, general economic and industry conditions, the Company's business, financial condition and prospects, and other factors that JSI considers relevant, from time to time, increase or decrease its beneficial ownership of, or control or direction over, securities of the Company through market transactions, private agreements, treasury issuances, exercises of convertible securities, or otherwise.

Pursuant to the Option Agreement, the Company may issue to JSI up to an aggregate of 4,252,500 Shares in scheduled tranches over a period of up to 36 months. The first tranche of 1,181,250 Shares (issued as described above) was issued in accordance with the first milestone, which is the signing of the Option Agreement. Subject to the satisfaction of the applicable earn-in conditions, JSI may receive an additional 472,500 Shares on or before the 18-month anniversary of the effective date of the Option Agreement, 945,000 Shares on or before the 24-month anniversary of the effective date of the Option Agreement and 1,653,750 Shares on or before the 36-month anniversary of the effective date of the Option Agreement thereof, for a total of 4,252,500. The Shares issued to JSI are subject to a statutory hold period of four months and one day and a CSE-imposed Extended Hold restricting their resale, as described in the Company's CSE filings in respect of the transaction.

An early warning report will be filed by JSI pursuant to NI 62-103 on SEDAR+ under the profile of the Company.

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 Company's ability to exercise the Option and earn a 100% interest in the Properties, the exploration and development of the Properties, the timing and results of future exploration programs, the potential of the Properties, and the Company's future plans, objectives and activities. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. 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, business, economic and capital market conditions, the ability to manage operating expenses, dependence on key personnel, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, general economic, market or business conditions, the Company's ability to maintain its interests in the Properties, exploration and development risks, financing risks, commodity price fluctuations, regulatory and permitting risks, availability of capital, 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304849

FAQ

What did Freedom Gold Corp (SPODD) announce on July 10, 2026?

Freedom Gold Corp announced it issued 2,500,000 common shares on July 9, 2026 as partial consideration under an option agreement. According to Freedom Gold Corp, this supports its option to earn a 100% interest in four Nova Scotia mineral properties.

How many new shares did Gravel Developments receive from Freedom Gold Corp (SPODD)?

Gravel Developments received 1,181,250 shares of Freedom Gold as part of the 2,500,000-share issuance. According to Freedom Gold Corp, Gravel’s holdings increased from 22,000 shares (0.35%) to 1,203,250 shares, representing about 13.72% of outstanding shares.

How did the share issuance affect John Shurko Inc.’s ownership in Freedom Gold (SPODD)?

John Shurko Inc.’s holdings rose to 1,182,783 shares, or about 13.49% of Freedom Gold’s outstanding shares, after receiving 1,181,250 shares. According to Freedom Gold Corp, JSI previously held 1,533 shares, representing only 0.02% on an undiluted basis.

What is the maximum number of shares Freedom Gold (SPODD) may issue under the option agreement?

According to Freedom Gold Corp, it may issue up to 4,252,500 shares to each of Gravel Developments and John Shurko Inc. These are scheduled in tranches over up to 36 months, subject to earn-in conditions tied to the Nova Scotia property option.

What hold periods apply to the new Freedom Gold (SPODD) shares issued in July 2026?

The 2,500,000 new shares are subject to a four‑month hold expiring November 7, 2026. According to Freedom Gold Corp, shares issued to Gravel Developments and John Shurko Inc. also face a statutory four‑month‑and‑one‑day hold and a CSE-imposed extended resale restriction.

Which properties are covered by Freedom Gold’s option agreement linked to the SPODD share issuance?

The option agreement covers the Blockhouse, Widow Point, Frenchvale and Westfield properties in Nova Scotia, Canada. According to Freedom Gold Corp, the July 9, 2026 share issuance is partial consideration for its option to earn a 100% interest in these properties.

Why are early warning reports being filed for Freedom Gold Corp (SPODD)?

Early warning reports are required because Gravel Developments and John Shurko Inc. each surpassed 10% ownership of Freedom Gold’s shares after the issuance. According to Freedom Gold Corp, these reports will be filed on SEDAR+ under the company’s profile under NI 62-103.