Freegold Announces Closing of $42 Million Brokered Private Placement Financing
FREEGOLD ANNOUNCES CLOSING OF $42 MILLION BROKERED
PRIVATE PLACEMENT FINANCING
Vancouver, BC – April 3, 2025 – Freegold Ventures Limited (TSX: FVL) ( “Freegold” or the
“Company”), is pleased to announce that further to i ts news release of March 18, 2025, the
Company has closed its upsized brokered private placement offering for aggregate gross
proceeds of $41,975,805, which includes the exercise in full of the agent’s option for additional
gross proceeds of $5,475,105. 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 April 3, 2025, between the Company and the Agent. In accordance with the
Agency Agreement, 49,383,300 units of the Company (the “Units”) were issued at a price of $0.85
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 $ 1.30 per Warrant Share. The Warrants
are callable by the Company should the daily volume -weighted average trading price of the
common shares of the Company on the Toronto Stock Exchange exceed $1.30 for a period of
twenty (20) consecutive trading days, at any time during the period (i) beginning on the date that
is 6 months from the closing date of the Offering, and (ii) ending on the date the Warrants expire
(the “Call Trigger”). Following a Call Trigger, the Company may give notice (the “ Call Notice”) to
the holders of the Warrants (by disseminating a news release announcing the acceleration) that
any Warrant that remains unexercised by the holder thereof shall expire thirty days following the
date on which the Call Notice is given.
The Company plans to use the net proceeds from the offering for general working capital and
corporate purposes, with a primary focus on advancing the Golden Summit project. Drilling at
Golden Summit is expected to resume next month, and an updated Mineral Resource Estimate
is anticipated later in the second quarter, once the assays from the 2024 drill program have been
finalized.
Mr. Eric Sprott, through an entity owned and controlled by him, purchased an aggregate of
14,814,900 Units in the Offering, representing 30% of the Units issued under the Offering.
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 material 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.
The Offering is subject to the final approval of the Toronto Stock Exchange. All securities issued
pursuant to the Offering will have a hold period of four months and one day.
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 receipt of TSX final approval for the Offering
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 expresse d 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 , 2024, filed under Freegold’s profile at www.sedar plus.ca, for a detailed
discussion of the risk factors associated with Freegold’s operations