Freegold Announces Closing of $10 Million Brokered Private Placement Financing Freegold Fvl:tsx
FREEGOLD ANNOUNCES CLOSING OF $10 MILLION BROKERED
PRIVATE PLACEMENT FINANCING
FREEGOLD
FVL:TSX OTCQX: FGOVF
Vancouver, CANADA | March 26, 2024 – Freegold Ventures Limited (TSX: FVL) (“ Freegold” or
the "Company"), is pleased to announce that further to its news release of March 8, 2024, the
Company has closed its upsized brokered private placement offering for aggregate gross
proceeds of $10,000,000). Paradigm Capital acted as sole agent (the “Agent”) on the Offering.
In connection with the Offering, the Company entered into an agency agreement (the “ Agency
Agreement”) dated March 26, 2024, between the Company and the Agent. In accordance with
the Agency Agreement, 25,000,000 units of the Company (the “Units”) were issued at a price of
$0.40 per Unit. Each Unit is comprised of one common share of the Company (a " Unit Share")
and one-half of one common share purchase warrant of the Company (each whole warrant, a
"Warrant"). Each Warrant is exercisable to acquire one common share of the Company (a
"Warrant Share ") for 24 months from today’s date at an exercise price of $0.52 per Warrant
Share.
The Company intends to use the net proceeds from the Offering to fund exploration activities on
the Company’s mineral projects in Alaska, and for general working capital and corporate
purposes.
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned and controlled
by him, acquired 6,750,000 Units in the Offering for total consideration of $2,700,000. Prior to
the Offering, Mr. Sprott beneficially owned or controlled 114,1 03,056 Shares and 6,875,000
Warrants representing approximately 27.1% of the outstanding Shares on a non -diluted basis
and 28.2% on a partially -diluted basis assuming the exercise of such Warrants. Following the
completion of the Offering, Mr. Sprott beneficially owns and controls 120,853,056 Shares and
10,250,000 Warrants representing approximately 27.1% of the outstanding Shares on a non -
diluted basis and 28.7% on a partially-diluted basis assuming the exercise of such Warrants.
The Units were acquired by Sprott for investment purposes. Mr. Sprott has a long -term view of
the investment and may acquire additional securities of Freegold Ventures including on the open
market or through private acquisitions or sell securities of Freeg old Ventures including on the
open market or through private dispositions in the future depending on market conditions,
reformulation of plans and/or other relevant factors.
FREEGOLD FVL:TSX OTCQX: FGOVF
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Pursuant to Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the purchase of Units by Mr. Sprott was a “related party transaction”.
The Company was exempt from the requirements to obtain a formal valuation in connection with
the Offering in reliance on section 5.5(c) of MI 61-101, as the issuance of Units to Mr. Sprott was
a distribution of securities of the Company to a related party for cash consideration. The issuance
of the Units to Mr. Sprott was exempt from the requirement to obtain minority shareholder
approval in reliance on section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Units
received by Mr. Sprott nor the proceeds for such securities received by the Company exceeded
25% of the Company's market capitalization as calculated in accordance with MI 61-101.
A ma
terial change report will be filed less than 21 days from the date of the closing of the
Offering. Closing the Offering in this shorter period was reasonable in the circumstances as the
Company determined the shorter period was necessary because the te rms of the transaction
were favorable to the Company, given uncertain market conditions time was of the essence in
closing the Offering, and closing the Offering expeditiously was in the best interest of the
Company and its shareholders.
T
he Offering is subject to the final approval of the Toronto Stock Exchange. The Units have been
offered pursuant to the Listed Issuer Financing Exemption under National Instrument 45 -106 –
Prospectus Exemptions in all Canadian provinces , except Quebec, and other qualifying
jurisdictions. The Unit Shares, Warrants and Warrant Shares issued under the Listed Issuer
Financing Exemption are not subject to resale restrictions pursuant to applicable Canadian
securities laws.
T
here is an amended and restated offering document related to this Offering that can be
accessed under the Company’s profile on SEDAR+ at www.sedarplus.com a nd on the Company’s
website.
T
he securities have not been, and will not be, registered under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws, and may not be
offered or sold in the United States without registration under the U.S. Securities Act and all
applicable state securities laws or compliance with requirements of an applicable exemption
therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to
buy securities in the United States, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
FREEGOLD FVL:TSX OTCQX: FGOVF
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About Freegold Ventures Limited
Freegold is a TSX-listed company focused on exploration in Alaska and holds the Golden Summit
Gold Project near Fairbanks and the Shorty Creek Copper -Gold Project near Livengood through
leases
Forward-looking Information Cautionary Statement
This press release contains statements that constitute "forward- looking information"
(collectively, "forward -looking statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections as at the date of this press
release. Any statement that discusses predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but not always using phrases such
as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such
words and phrases or stating that certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not statements of historical fact and may
be forward- looking statements. Forward -looking statements contained in this press release,
include, without limitation, statements regarding the completion of, and the use of proceeds
from, the Offering. In making the forward-looking statements contained in this press release, the
Company has made certain assumptions. Althoug h the Company believes that the expectations
reflected in forward -looking statements are reasonable, it can give no assurance that the
expectations of any forward -looking statements will prove to be correct. Known and unknown
risks, uncertainties, and othe r factors may cause the actual results and future events to differ
materially from those expressed or implied by such forward -looking statements. Such factors
include, but are not limited to: availability of financing; delay or failure to receive required
permits or regulatory approvals; and general business, economic, competitive, political and social
uncertainties. Accordingly, readers should not place undue reliance on the forward- looking
statements and information contained in this press release. Except as required by law, the
Company disclaims any intention and assumes no obligation to update or revise any forward -
looking statements to reflect actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such forward-looking statements or
otherwise. See Freegold’s Annual Information Form for the year ended December 31 2021, filed
under Freegold’s profile at www.sedar.com, for a detailed discussion of the risk factors
associated with Freegold’s operations