Of America, Its Territories and Possessions, Any State of the United States OR the District of Columbia. Freegold Ventures Limited Announces Upsize of Previously Announced Private
FOR IMMEDIATE RELEASE
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.
FREEGOLD VENTURES LIMITED ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED PRIVATE
PLACEMENT TO $15 MILLION
Toronto, CANADA – Freegold Ventures Limited (TSX:FVL) (the "Company" or "Freegold Ventures") is
pleased to announce that in connection with its previously-announced best efforts private placement
offering (the "Offering"), the Company and Paradigm Capital Inc. (the " Agent"), have agreed to increase
the size of the Offering. The Company will now issue up to 37,500,000 units of the Company (the " Units")
at a price of $0.40 per Unit (the "Issue Price") for total gross proceeds of up to $15,000,000. Each Unit will
be 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 will be exercisable to
acquire one common share of the Company (a " Warrant Share") for 24 months from the Closing Date at
an exercise price of $0.52 per Warrant Share.
In addition, the Company will grant the Agent an option (the "Agent's Option") to sell up to that number of
additional Units equal to 15% of the base Offering size, exercisable, by notice in writing to the Company,
at any time not less than 48 hours prior to the Closing Date.
The Agent will be paid by the Company on closing of the Offering a cash commission equal to 7% of the
gross proceeds of the Offering including on any exercise of the Agent’s Option. In addition, the Company
shall grant the Agent on closing of the Offering, broker warrants (the "Broker Warrants") entitling the Agent,
from time to time for a period of 24 months from the Closing Date, to acquire that number of common shares
of the Company (the " Broker Shares") that is equal to 7% of the number of Units issued pursuant to the
Offering (including pursuant to the exercise of the Agent’s Option), at an exercise price of $0.40 per Broker
Share.
The net proceeds from the Offering will be used for general working capital and corporate purposes.
The Offering will be conducted in all provinces of Canada pursuant to exemptions from the prospectus
requirements and in such other jurisdictions as are agreed to by the Company and the Agent. The Offering
is expected to close on or about March 30, 2023 (the " Closing Date") and will be subject to regulatory
approvals and customary closing conditions, including the approval of the Toronto Stock Exchange (the
"TSX") for the Offering and the listing of the Unit Shares, Warrant Shares and Broker Shares on the TSX.
All securities issued pursuant to the Offering will have a hold period of four months and one day from the
date of issuance.
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.
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 completion of, 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 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 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 2021, filed under Freegold’s profile at www.sedar.com, for a detailed discussion of the risk factors
associated with Freegold’s operations
On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a global health
emergency. Reactions to the spread of COVID-19 continue to lead to, among other things, significant
restrictions on travel, business closures, quarantines, and a general reduction in economic activity. While
there has been a reduction in these effects in recent months, the continuation and re-introduction of
significant restrictions, business disruptions, and related financial impact, and the duration of any such
disruptions, cannot be reasonably estimated at this time. The risks to Freegold of such public health crises
also include risks to employee health and safety and a slowdown or temporary suspension of operations in
geographic locations impacted by an outbreak. Such public health crises, as well as global geopolitical
crises, can result in volatility and disruptions in the supply and demand for various products and services,
global supply chains, and financial markets, as well as declining trade and market sentiment and reduced
mobility of people, all of which could affect interest rates, credit ratings, credit risk, and inflation. As a result
of the COVID-19 outbreak, Freegold has implemented a COVID management program and established a
full-service Camp at Golden Summit to attempt to mitigate risks to its employees, contractors, and
community. While the extent to which COVID-19 may impact Freegold is uncertain, it is possible that
COVID-19 may have a material adverse effect on Freegold’s business, results of operations, and financial
condition.