Vancouver, British Columbia–(Newsfile Corp. – July 21, 2020) – Freeman Gold Corp. (CSE: FMAN) (FSE: 3WU) (“Freeman” or the “Company”) announces that, following a review by the British Columbia Securities Commission in connection with the recently announced bought deal financing, the Company has determined that the previously filed material change report dated April 16, 2020 (the “Material Change Report“) regarding the Company’s acquisition of all of the issued and outstanding shares of 1132144 B.C. Ltd. (“L48“) was incomplete and inadvertently omitted the information required to be included in a material change report respecting the completion of a “restructuring transaction” (as such term is defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102“)).
Consequently, the Company is in default of its obligations under Part 7 of NI 51-102 to file a Form 51-102F3 Material Change Report with respect to the Company’s acquisition of L48.
After the material change report was originally filed on April 16, 2020, the Company determined that the acquisition of L48 constituted a “restructuring transaction”. The Company has re-filed its material change report in respect of its acquisition of L48 in order to correct the deficiencies noted above and to provide the disclosure for L48 and the combined entity resulting from the transaction described in Form NI 41-101F1 Information Required in a Prospectus.
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 jurisdiction in which such offer, solicitation or sale would be unlawful.
About Freeman Gold Corp.
The Company is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Canada and the USA. The Company has two mineral projects, the Lemhi Gold Project located in Idaho, USA comprising over 7,500 acres of patented and unpatented claims and the Comstock Property located near Merritt, British Columbia, Canada.
On behalf of the Company
Will Randall, Chief Executive Officer
For further information: please visit the Company’s website at or contact Ken Cotiamco, at 604-687-7130, email .
Forward-Looking Statements: This news release contains “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Canadian and United States securities laws, which may include, but are not limited to statements relating to the previously announced bought deal offering, approval of the offering by the Canadian Securities Exchange and other securities regulatory authorities and the Company’s future business plans. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ from those in the forward-looking statements. Such forward-looking statements reflect the Company’s views with respect to future events and are subject to risks, uncertainties and assumptions. The Company does not undertake to update forward-looking statements, except as required by law.
The Canadian Securities Exchange has not reviewed, approved or disapproved and does not accept responsibility for the adequacy of this release.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
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