December 15th, 2010 (Vancouver, BC) – Freegold Ventures Limited (TSX: FVL Frankfurt: FR4N)(“Freegold”) is pleased to announce that it has received subscription agreements for a non-brokered private placement of 11,514,217(“Units”), priced @ $0.46 per Unit. Each unit will consist of one common share (a “Share”) and one common share purchase warrant (a ‘Warrant”). Each Warrant will entitle the holder to acquire an additional Share at a price of $0.55 for a period of one year from the date of closing and at a price of $0.65 between one year and two years from closing. The agreement to issue 10,869,565 of the Units occurred at a time when the “market price” of the common shares (calculated in accordance with TSX policies) was less than $0.46 per share. 644,652 of the Units (the “Additional Units”) were placed on a later date at a time when the “market price” was greater than $0.46 per share.
Pursuant to the requirements of the Toronto Stock Exchange, the issuance of 10,869,565 Warrants to purchase common shares is subject to shareholder approval as the aggregate number of common shares being made issuable under the private placement, is more than the 25% of the current issued and outstanding number of shares of Freegold and the issuance of the Warrant deems the Units to have been issued at a discount to market price of the common shares. Further the issuance of the Additional Units requires shareholder approval as these Units are being issued at a discount to market price under the policies of TSX. Under the private placement, current Insiders purchased 113,043 Units which, assuming exercise of the Warrants results in 226,086 shares being issued to such insiders, representing 0.9% of the outstanding shares of the Company. The closing of this financing will take place as soon as possible. A finder’s fee of 10% will be paid on a portion of the placement. The foregoing is subject to regulatory approval.
Freegold intends to seek shareholder approval of the issuance of the Warrants, common shares underlying the Warrants and the Additional Units by obtaining written consent of a majority of disinterested shareholders as provided by Section 604 (d) of the TSX Company Manual. It is management’s and the board’s firm belief that approval of the transaction is vital for the Company’s forward progress and strongly recommends that shareholders who are requested to do so sign the required form of consent.
The Company would also like to thank its shareholders for their continued support.
About Freegold Ventures Limited
Freegold is a TSX listed company focused on the exploration of gold projects in Alaska. In addition to the Golden Summit Gold Project, the company holds a 100% in lease interest in the Rob Gold Project near the Pogo Gold Mine in the Goodpaster Mining District of Alaska and has an exploration agreement with option to lease the Vinasale Gold project in central Alaska.
For further information:
Kristina Walcott-President and CEO
This press release contains forward-looking information. This forward-looking information includes, or may be based upon, estimates, forecasts, and statements as to management’s expectations with respect to, among other things, anticipated future financing. Forward-looking information is based on the opinions and estimates of management at the date the information is given, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include uncertainties relating to the availability and timing of such financing and other factors. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.