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Freegold Ventures Announces $10 Million Best Efforts Private Placement Financing

TORONTO, March 9, 2023 /CNW/ – Freegold Ventures Limited (TSX: ATCO) (the “Pursue” or “Freegold Ventures“), is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the “agent“) in connection with a proposed best-effort private placement financing (the “Offer“) for a total proceeds of up to approx 10 million dollarsconsisting of up to 25,000,000 units of the Company (the “units“) at a price of $0.40 per unit. Each Unit consists of one common share of the Company (a “unit share“) and one-half warrant to purchase one common share of the Company (each whole warrant being a “warranty“). Each Warrant may be exercised to acquire one common share of the Company (a “option stock“) for 24 months from the closing date at an exercise price of $0.52 per option share.

The Company grants the Agent an option (which “Agent’s option“) up to such number of additional units equal to 15% of the base offering size, exercisable upon written notice to the Company at any time not less than 48 hours prior to the Closing Date.

The Agent will pay a cash commission equal to 7% of the gross proceeds of the Offering from the Company upon closing of the Offering, including upon exercise of the Agent’s option. In addition, upon the closing of the Offering, the Company will grant the Agent Broker’s Warrants (the “Broker Warrants“), entitling the Agent to purchase such number of common shares of the Company from time to time for a period of 24 months from the Closing Date (the “Broker Stocks“), representing 7% of the number of units issued under the offering (including the exercise of the agent option), at an exercise price of $0.40 per broker share.

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The net proceeds of the offering will be used for general working capital and corporate purposes.

The offer is carried out in all provinces Canada subject to exceptions to prospectus requirements and in such other jurisdictions as may be agreed by the Company and the Agent. The offering is expected to close on or about March 30, 2023 (The “Deadline“) and is subject to regulatory approvals and customary closing conditions, including the approval of the Toronto Stock Exchange (the “TSX“) for the offering and 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 issued under the United States Securities Act of 1933, as amended (the “US Securities Act“) or state securities laws and may not be offered or sold there The United States without registration under the US Securities Act and all applicable state securities laws or compliance with the requirements of any applicable exception thereto. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities The United Statesnor 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 nearby Fairbanks and the Shorty Creek copper-gold project near Livengood by lease.

Cautionary Statement Regarding Forward-Looking Information

This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this release Press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using expressions such as “expects” or “does not expect”, “expects”, “anticipates” or “does not expect,” “plan,” “budget,” “planned,” “forecast,” “estimates,” “believes,” or “intends,” or variations of such words and phrases, or the statement that certain actions, events, or results “may” or “could”, “would”, “could” or “will” be assumed or achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding the completion ofand the use of the proceeds, the offer. 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 the forward-looking statements are reasonable, it cannot guarantee that the expectations reflected in the forward-looking statements will prove to be correct. Known and unknown risks, uncertainties and other factors could cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: availability of financing; delay or non-receipt required permits or legal permits; 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, or changes in factors affecting them Affect the future -statements or otherwise. See Freegold’s Annual Information Form for the year just ended December 31 2021, filed under Freegold’s profile on www.sedar.com for a detailed discussion of risk factors associated with Freegold’s activities

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At January 30, 2020The World Health Organization has declared the outbreak of COVID-19 a global public health emergency. Responses to the spread of COVID-19 continue to result in significant travel restrictions, business closures, quarantines and a general slowdown in economic activity, among other things. Although this impact has lessened in recent months, the continuation and reintroduction of significant restrictions, business disruptions and associated financial impacts, and the duration of such disruptions, cannot be reasonably estimated at this time. Risks to Freegold from such public health crises also include risks to the health and safety of employees and a slowdown or temporary suspension of operations in geographic locations affected by an outbreak. Such public health crises, as well as global geopolitical crises, can result in volatility and disruptions in supply and demand for various products and services, global supply chains and financial markets, as well as a drop in trade and market sentiment and reduced mobility of people, all of which are themselves 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 could affect Freegold is uncertain, it is possible that COVID-19 could have a material adverse impact on Freegold’s business, results of operations and financial condition.

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