Freegold Announces Closing of $5 Million First Tranche of Brokered Private Placement Financing and Provides Operational Update

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FREEGOLD ANNOUNCES CLOSING OF $5 MILLION FIRST TRANCHE OF

BROKERED PRIVATE PLACEMENT FINANCING AND PROVIDES

OPERATIONAL UPDATE

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

Vancouver, BC – May 26, 2020 – Freegold Ventures Limited (TSX: FVL) (“Freegold” or the

"Company") announces that further to its news release of May 7, 2020, the Company has closed

the fully subscribed first tranche of its previously announced brokered private placement for

aggregate gross proceeds of $5 million (the “Private Placement”).

Paradigm Capital Inc. acted as sole agent (the “Agent”) on the Private Placement of Units (the

“Units”) of the Company and subscription receipts (the “Subscription Receipts”). In connection

with the Private Placement, the Company entered into an agency agreement (the “ Agency

Agreement”) dated May 26, 2020, between the Company and the Agent pursuant to which the

Company i ssued 20,895,674 Units at a price of $0.17 per Unit and 8,516,326 Subscription

Receipts at a price of $0.17 per Subscription Receipt.

Each Unit will consist of one common share ( each a “Common Share”) and one-half of one

common share purchase warrant ( each whole warrant a “ Warrant”). Each whole Warrant will

entitle the holder thereof to purchase one Common Share at a price of $0.2 8, for a period of 2

years following the Closing Date . Each Subscription Rece ipt will entitle the holder thereof to

receive, without payment of any additional consideration, one Unit.

The second tranche of the Private Placement of up to $5 million of Subscription Receipts is

expected to close on June 2, 2020.

Mr. Eric Sprott has agreed to invest a total of $6 million in the Private Placement , including $2

million in the first tranche and $4 million in the second tranche . In the first tranche, Mr. Sprott

purchased 3,248,474 Units which increased his fully diluted ownership interes t in Freegold to

19.9%. The balance of Mr. Sprott’s investment will be completed with the purchase of

Subscription Receipts, which if converted, will increase his interest in the Company to

approximately 28.4%, assuming the second tranche Private Placement is also fully subscribed.

The conversion of the Subscription Receipts for tranche 1 and tranche 2 will be conditional upon

the approval of existing shareholders.

All securities issued pursuant to the Private Placement will have a hold period of four months and

one day.

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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 no t be, registered under the Unites 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 Unites 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 Unites States, nor shall there be any sale of these securities in any jurisdiction

in which such offer, solicitation or sale would be unlawful.

Drilling at Golden Summit is expected to re -commence mid June taking into account quarantine

measures still in place for entry into the State of Alaska. A comprehensive safety plan is currently

being put in place by the Company designed to mitigate the r isks of transmission of the COVID-

19 virus amongst our contractors and community.

About Freegold Ventures Limited

Freegold is a TSX listed company focused on exploration in Alaska and holds 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.

This News Release includes certain "forward -looking statements" which ar e 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 statements 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

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Company, the Company provides no assurance 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 expressed or implied by such forward -looking information. Forwa rd 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 resource s, 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 d ecision,

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 disc laims 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.