NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC – July 9, 2020 – Freegold Ventures Limited (TSX: FVL) (“Freegold” or the "Company"), a growth-focused gold exploration and development company, announces that it intends to raise up to C$30 million via a best efforts brokered private placement (the “Private Placement”) .
Paradigm Capital Inc. will act as sole agent (the “Agent”) on the Private Placement of subscription receipts (the “Subscription Receipts”). Each Subscription Receipt will be issued at a price of C$1.10 per share for gross proceeds of up to C$30 million.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration, one unit of the Company (a “Unit”), consisting of one common share of the Company (a “Common Share”) and one-half warrant (each whole warrant being a “Warrant”). The conversion of these Subscription Receipts will be conditional upon the approval of existing shareholders. Each Warrant shall be exercisable for a period of up to 24 months following the closing of the Private Placement to purchase a Common Share at a price of $1.65.
Mr. Eric Sprott has agreed to invest up to $20 million in the Private Placement. Upon conversion of his Subscription Receipts into Units, his interest in the Company will increase to approximately 35%, assuming the Private Placement is fully subscribed.
The Agent shall have the option (the “Agent’s Option”) to increase the size of the Private Placement by up to 15% of the base Private Placement size, which Agent’s Option shall be exercisable, by notice in writing to the Company, at any time not less than 48 hours prior to the closing of the Private Placement.
The Private Placement is subject to regulatory approval, including but not limited to approval of the TSX, and all securities issued pursuant to the Private Placement will have a hold period of four months and one day.
The Company intends to use the net proceeds from the Private Placement to fund ongoing exploration, to update the Company’s technical studies, and for general corporate purposes.
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 security 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 requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall 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 through leases the Golden Summit Gold Project, near Fairbanks as well the Shorty Creek Copper – Gold Project near Livengood.
For further information, please visit www.freegoldventures.com or contact:
Kristina Walcott, President, Chief Executive Officer & Director
Telephone: (604) 662-7307
Email: jkw@freegoldventures.com
Cautionary Statement
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company’s objectives, goals or future plans, statements, completion of the Private Placement, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to the inability to complete the Private Placement on the terms as announced or at all, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company’s public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.