/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, May 26, 2020 /CNW/ - 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.
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.
SOURCE Freegold Ventures Limited