Freegold Announces Closing of $16.5 Million Brokered Private Placement Financing
FREEGOLD ANNOUNCES CLOSING OF $16.5 MILLION BROKERED
PRIVATE PLACEMENT FINANCING
Vancouver, BC – March 30 , 202 3 – Freegold Ventures Limited (TSX: FVL) (“ Freegold” or the
"Company"), is pleased to announce that further to i ts news release of March 10 , 202 3, the
Company has closed its upsized brokered private placement offering for aggregate gross
proceeds of $16,524,000, which included the partial exercise of the over-allotment option (the
“Offering”). 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 30, 2023, between the Company and the Agent. In accordance with
the Agency Agreement, 41,310,000 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 (i) paid to the Agents a cash commission equal to 7% of the gross proceeds, and (ii)
issued to the Agent broker warrants (the " Broker Warrants") entitling the Agent, from time to
time for a period of 24 months from the Closing Date, to acquire that number of common shares
of the Company (the "Broker Shares") that is equal to 7% of the number of Units issued pursuant
to the Offering (including pursuant to the exercise of the over -allotment option), at an exercise
price of $0.47 per Broker Share.
Mr. Eric Sprott has invested $1.5 million in the Offering and upon the closing of the Offering, his
interest in the Company will be approximately 25%.
The Offering is subject to regulatory approval and all securities issued pursuant to the Offering
will have a hold period of four months and one day.
The Company intends to use the net proceeds from the Offering for general working capital and
corporate purposes.
The 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.
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. Although 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 other 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 financ ing; 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 informati on 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 t he risk factors
associated with Freegold’s operations
On January 30, 2020, the World Health Organization declared the COVID -19 outbreak a global
health emergency. Reactions to the spread of COVID-19 continue to lead to, among other things,
significant res trictions on travel, business closures, quarantines, and a general reduction in
economic activity. While there has been a reduction in these effects in recent months, the
continuation and re -introduction of significant restrictions, business disruptions, a nd related
financial impact, and the duration of any such disruptions, cannot be reasonably estimated at
this time. The risks to Freegold of such public health crises also include risks to employee health
and safety and a slowdown or temporary suspension o f operations in geographic locations
impacted by an outbreak. Such public health crises, as well as global geopolitical crises, can result
in volatility and disruptions in the supply and demand for various products and services, global
supply chains, and financial markets, as well as declining trade and market sentiment and
reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk, and
inflation. As a result of the COVID-19 outbreak, Freegold has implemented a COVID management
program and established a full-service Camp at Golden Summit to attempt to mitigate risks to its
employees, contractors, and community. While the extent to which COVID- 19 may impact
Freegold is uncertain, it is possible that COVID -19 may have a material adverse effect on
Freegold’s business, results of operations, and financial condition.