FREEGOLD TSX:FVL OTCQX: FGOVF Freegold Ventures Limited Announces Upsized Brokered Private Placement Financing from $30 Million to Up to $50 Million
FREEGOLD TSX:FVL OTCQX: FGOVF
Freegold Ventures Limited Announces Upsized Brokered Private Placement Financing from
$30 Million to Up to $50 Million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
Vancouver, CANADA | December 1 9, 2025 – Freegold Ventures Limited (TSX:FVL, OTCQX:FGOVF) (the " Company" or " Freegold
Ventures"), is pleased to announce that , as a result of strong investor demand, the Company has increased the size of its previously
announced brokered "best efforts" private placement financing (as upsized, the “Offering”) to up to 38,461,500 common shares of the
Company (the “Common Shares”) at a price of $1.30 per Common Share. The Offering will now be upsized for aggregate gross proceeds
of up to $49,999,950 from $30,000,100, as was previously announced in the Company's news release dated December 18, 2025.
Paradigm Capital Inc. ("Paradigm") is acting as lead agent and sole bookrunner under the Offering on behalf of a syndicate of agents
(together with Paradigm, the "Agents"). In connection with the Offering, the Company will no longer be granting the Agents an option
to sell up to that number of additional Common Shares equal to 15% of the base Offering siz e, as was previously announced in the
Company's news release dated December 18, 2025 , s o a s n o t t o e x c e e d c a p i t a l r a i s i n g l i m i t s u n d e r t h e L i s ti n g I s s u e r Financing
Exemption (as defined below).
The net proceeds from the Offering will be used to complete a Pre-Feasibility Study for the Golden Summit Project, to support ongoing
exploration, and for general corporate and working capital purposes. Management believes that these funds will further str engthen
the Company's ability to advance the Golden Summit Project as it moves the project through the pre-feasibility stage.
The Common Shares will be offered for sale pursuant to Part 5A of National Instrument 45 -106 - Prospectus Exemptions, as amended
by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer
Financing Exemption "), to purchasers resident in each of the provinces of Canada (other than Québec), and in other qualifying
jurisdictions outside of Canada that are mutually agreed to by the Company and the Agents pursuant to relevant prospectus or
registration exemptions in accordance with applicable laws. As the Offering is being completed pursuant to the Listed Issuer Financing
Exemption, the Common Shares issued in the Offering will not be subject to a ho ld period in Canada pursuant to applicable Canadian
securities laws.
There is an amended and restated offering document related to this Offering that can be accessed under the Company’s profile at
www.sedarplus.ca and on the Company's website at www.freegoldventures.com. Prospective investors should read this offering
document before making an investment decision.
The Offering is expected to close on or about January 6 , 2026 (the "Closing Date") and will be subject to regulatory approvals and
customary closing conditions, including listing of the Common Shares on the Toronto Stock Exchange.
The Agents will be entitled to, on the Closing Date, a cash commission equal to 5% of the gross proceeds of the Offering.
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 securities 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 the requirements of an applicable exemption therefrom.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there
be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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About Freegold Ventures Limited
Freegold Ventures is a TSX-listed company focused on exploration in Alaska.
For further information:
Kristina Walcott
President and CEO
Telephone: 1.604.662.7307
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 projecti ons as at the date of this press release. Any
statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance
( o ft e n but no t a l w a y s us i ng phr a s e s s uc h as “ e x pe c t s ” , o r “ do e s no t e x pe c t” , “i s e x pe ct e d” , “ a n ti c i pa t es ” o r “ do es no t a n ti c ipate”,
“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 ma de 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 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 containe d 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.sedarplus. ca,
for a detailed discussion of the risk factors associated with Freegold’s operation