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FVL.TO ·

Freegold Announces Closing of $34.5 Million Brokered Private Placement Financing and Provides Update ON Golden Summit

Financings

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FREEGOLD ANNOUNCES CLOSING OF $34.5 MILLION BROKERED

PRIVATE PLACEMENT FINANCING

AND

PROVIDES UPDATE ON GOLDEN SUMMIT

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, BC – July 29, 2020 – Freegold Ventures Limited (TSX: FVL) (“ Freegold” or the

"Company"), announces that further to its news release of July 9, 2020, the Company has closed

its fully subscribed brokered private placement for gross proceeds of $34,500,070 including over-

allotment proceeds (the “ Private Placement ”). Paradigm Capital acted as sole agent (the

“Agent”) on the Private Placement.

In connection with the Private Placement, the Company entered into an agency agreement (the

“Agency Agreement”) dated July 29, 2020, between the Company and the Agent. Pursuant the

Agency Agreement, the Private Placement consisted of subscription receipts of the Company (the

“Subscription Receipts ”) of which the Company issued 27,272,800 Subscription Receipts at a

price of $1.10 per Subscription Receipt and granted the Agent an over -allotment option to

increase the size of the Private Placement by up to an additional 15%. Including the over -

allotment option, the Company issued an aggregate of 31,363,700 subscription receipts.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of any

additional consideration, one unit of the Company (a “Unit”), consisting of one common share of

the Company (a “Common Share”) and one -half warrant (each whole warrant being a

“Warrant”). The conversion of these Subscription Receipts will be conditional upon the approval

of existing shareholders. Each Warrant shall be exercisable for a period of up to 24 months

following the closing of the Private Placement to purchase a Common Share at a price of $1.65.

Mr. Eric Sprott has invested $ 20 million in the Private Placement. Upon conversion of his

Subscription Receipts into Units, his interest in the Company will increase to approximately 32%.

The Private Placement is subject to regulatory approval and all securities issued pursuant to the

Private Placement will have a hold period of four months and one day.

The Company intends to use the net proceeds from the Private Placement to fund ongoing

exploration, to update the Company’s technical studies, and for general 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

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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.

Golden Summit Drilling Update

A Phase 1 - 10,000 metre drill program (approximately 15-20 holes) is currently in progress

and is presently on hole GSDL20 -05. Hole GSDL20- 02, located 150 metres to the east of

GSDL20-01 was completed as planned. Holes GSDL 20- 03 and GSDL 20- 04 were drilled 50

metres east and west of GSDL 20 -01 respectively. Drilling is now focusing on systematically

testing the areas to the north, west and east of the initial 2020 drilling in a series of step out

holes. Due to the COVID -19 pandemic there continues to be significant delays at the

preparatory facility. No assays have been received by Freegold and are not expected to be

received before mid to late August.

Planning is underway for the addition of a second rig at the end of August. Drilling can be

undertaken year-round at Golden Summit. Freegold may adjust its exploration program plans as

it continues to monitor the COVID- 19 situation and in the interim has implemented extensive

safety protocols designed to assist minimizing the spread of COVID- 19 and to protect its

contractors, employees and community.

About Freegold Ventures Limited

Freegold is a TSX listed company focused on exploration in Alaska and ho lds through leases the

Golden Summit Gold Project, near Fairbanks as well the Shorty Creek Copper – Gold Project near

Livengood.

For further information, please visit www.freegoldventures.com or contact:

Kristina Walcott, President, Chief Executive Officer & Director

Telephone: (604) 662-7307

Email: [email protected]

Cautionary Statement

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined

in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy

of this news release.

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This News Release includes certain "forward -looking statements" which are not comprised of

historical facts. Forward-looking statements include estimates and statements that describe the

Company’s future plans, objectives or goals, including words to the effect that the Company or

management expects a stated condition or result to occur. Forward- looking statements may be

identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”,

“would”, “will”, or “plan”. Since forward -looking sta tements are based on assumptions and

address future events and conditions, by their very nature they involve inherent risks and

uncertainties. Although these statements are based on information currently available to the

Company, the Company provides no as surance that actual results will meet management’s

expectations. Risks, uncertainties and other factors involved with forward- looking information

could cause actual events, results, performance, prospects and opportunities to differ materially

from those e xpressed or implied by such forward -looking information. Forward looking

information in this news release includes, but is not limited to, the Company’s objectives, goals

or future plans, statements, completion of the Private Placement, exploration results , potential

mineralization, the estimation of mineral resources, exploration and mine development plans,

timing of the commencement of operations and estimates of market conditions. Factors that

could cause actual results to differ materially from such forward-looking information include, but

are not limited to the inability to complete the Private Placement on the terms as announced or

at all, failure to identify mineral resources, failure to convert estimated mineral resources to

reserves, the inability to complete a feasibility study which recommends a production decision,

the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain

required governmental, environmental or other project approvals, political risks, uncertainties

relating to the availability and costs of financing needed in the future, changes in equity markets,

inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development

of projects, capital, operating and reclamation costs varying significantly from estimates and the

other risks involved in the mineral exploration and development industry, and those risks set out

in the Company’s public documents filed on SEDAR. Although the Company believes that the

assumptions and factors used in preparing the forward-looking information in this news release

are reasonable, undue reliance should not be placed on such information, which only applies as

of the date of this news release, and no assurance can be given that such events will occur in the

disclosed time frames or at all. The Company disclaims any intention or obligation to update or

revise any forward-looking information, whether as a result of new information, future events or

otherwise, other than as required by law.