Freegold Ventures Limited (TSX: FVL,OTC:FGOVF) (OTCQX: FGOVF) (the “Company” or “Freegold Ventures”), is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (“Paradigm”), pursuant to which Paradigm will act as lead agent and sole bookrunner on behalf of a syndicate of agents (together with Paradigm, the “Agents”) to be formed in connection with a proposed “best effort” private placement financing (the “Offering”) for aggregate gross proceeds of $30,000,100 consisting of 23,077,000 common shares of the Company (the “Common Shares”) at a price of $1.30 per Common Share (“Issue Price”).
The Company will grant the Agents an option (the “Agent option“) to sell up to that number of additional shares of common stock equal to 15% of the base offering size, exercisable, by written notice to the Company, at any time not less than 48 hours before the Closing Date.
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 these funds will further strengthen the Company’s ability to advance the Golden Summit Project as the project moves through the pre-feasibility phase.
The ordinary shares will be offered for sale in accordance with Part 5A of National Instrument 45-106 – Prospectus exemptionsas amended by Coordinated General Order 45-935 – Exemptions from Certain Terms of the Listed Issuer Financing Exemption (the “Exemption for financing of listed issuers“), to buyers residing in each of the provinces of Canada (other than Québec), and in other qualifying jurisdictions beyond Canada mutually agreed by the Company and the Agents under relevant prospectuses or registration exemptions in accordance with applicable law. 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 holding period of Canada in accordance with applicable Canadian securities laws.
There is an offering document relating to this offering which can be accessed under the company profile at www.sedarplus.ca and on the Company’s website at www.freegoldventures.com. Potential investors should read this offering document before making any investment decision.
The Offering is expected to take place on or around closing 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 a cash commission equal to 5% of the gross proceeds of the Offering on the Closing Date, including upon each exercise of the Agent Option.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“), or any United States securities laws, and may not be offered or sold the United States without registration under the US Securities Act and any applicable state securities laws or compliance with the requirements of any applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy 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 Ventures is a TSX-listed company focused on exploration in Alaska.
Forward-Looking Information Cautionary Statement
This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of 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 of 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 expressions such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “predicts”, “estimates”, “believes” or “intends” or variations of such words and phrases, or states that certain actions, events or results “may” or “could”, “would”, “could” or “will” be expected to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the receipt of final approval from TSX for the Offering and the use of proceeds from the Offering. In making the forward-looking statements 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 reflected in 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. Such factors include, but are not limited to: availability of financing; delays or failure to obtain 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 past year December 31, 2024Filed under Freegold’s profile at www.sedarplus.cafor a detailed discussion of the risk factors associated with Freegold’s business.
SOURCE Freegold Ventures Limited
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