Freegold Announces Closing of $5.75 Million Second Tranche of Brokered Private Placement Financing

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FREEGOLD ANNOUNCES CLOSING OF $5.75 MILLION SECOND

TRANCHE OF BROKERED PRIVATE PLACEMENT FINANCING

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

Vancouver, BC – June 2, 2020 – Freegold Ventures Limited (TSX: FVL) (“Freegold” or the

“Company”) announces that further to its news releases of May 7, 2020 and May 26, 2020, the

Company has closed a fully subscribed second tranche of its previously announced brokered

private placement for additional gross proceeds of $5,750,100, including over -allotment

proceeds (the “Private Placement”). Including proceeds from the first tranche, previously closed

on May 26, 2020, the aggregate proceeds of the offering are $10,750,140. Paradigm Capital Inc.

acted as sole agent (the “Agent”) in connection with both tranches.

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

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

(the “Subscription Receipts”) of which the Company issued 16,667,000 Subscription Receipts at

a price of $0. 30 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 19,167,000 Subscription Receipts.

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

additional consideration, 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. 45, for a period of 2

years following the Closing Date. The conversion of the Subscription Receipts for both tranche 1

and tranche 2 will be conditional upon the approval of existing shareholders.

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

the first tranche and $4 million in the second tranche . Assuming conversion of the Subscription

Receipts, Mr. Sprott will increase his interest in the Company to approximately 28%.

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 Unites 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 Unites States without registration under the U.S. Securities Act and all

applicable state securities laws or compliance with requirements of an a pplicable 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.

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.

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 e ffect 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

Company, the Company prov ides 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. 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, explorati on 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

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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 risk s, 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.