NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC – May 26, 2020 – Freegold Ventures Limited (TSX: FVL) (“Freegold” or the "Company") announces that further to its news release of May 7, 2020, the Company has closed the fully subscribed first tranche of its previously announced brokered private placement for aggregate gross proceeds of $5 million (the “Private Placement”).
Paradigm Capital Inc. acted as sole agent (the “Agent”) on the Private Placement of Units (the “Units”) of the Company and subscription receipts (the “Subscription Receipts”). In connection with the Private Placement, the Company entered into an agency agreement (the “Agency Agreement”) dated May 26, 2020, between the Company and the Agent pursuant to which the Company issued 20,895,674 Units at a price of $0.17 per Unit and 8,516,326 Subscription Receipts at a price of $0.17 per Subscription Receipt.
Each Unit will consist of one common share (each a “Common Share”) and one-half of one common share purchase warrant (each whole warrant a “Warrant”). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.28, for a period of 2 years following the Closing Date. Each Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration, one Unit.
The second tranche of the Private Placement of up to $5 million of Subscription Receipts is expected to close on June 2, 2020.
Mr. Eric Sprott has agreed to invest a total of $6 million in the Private Placement, including $2 million in the first tranche and $4 million in the second tranche. In the first tranche, Mr. Sprott purchased 3,248,474 Units which increased his fully diluted ownership interest in Freegold to 19.9%. The balance of Mr. Sprott’s investment will be completed with the purchase of Subscription Receipts, which if converted, will increase his interest in the Company to approximately 28.4%, assuming the second tranche Private Placement is also fully subscribed. The conversion of the Subscription Receipts for tranche 1 and tranche 2 will be conditional upon the approval of existing shareholders.
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 Unites 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 Unites 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 Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Drilling at Golden Summit is expected to re-commence mid June taking into account quarantine measures still in place for entry into the State of Alaska. A comprehensive safety plan is currently being put in place by the Company designed to mitigate the risks of transmission of the COVID-19 virus amongst our contractors and community.
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.