/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO THE UNITED STATES OF
AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF
COLUMBIA./
TORONTO, March 10,
2023 /CNW/ - Freegold Ventures Limited (TSX: FVL)
(the "Company" or "Freegold Ventures") is pleased to
announce that in connection with its previously-announced best
efforts private placement offering (the "Offering"), the
Company and Paradigm Capital Inc. (the "Agent"), have agreed
to increase the size of the Offering. The Company will now issue up
to 37,500,000 units of the Company (the "Units") at a price
of $0.40 per Unit (the "Issue
Price") for total gross proceeds of up to $15,000,000. Each Unit will be comprised of one
common share of the Company (a "Unit Share") and one half of
one common share purchase warrant of the Company (each whole
warrant, a "Warrant"). Each Warrant will be exercisable to
acquire one common share of the Company (a "Warrant Share")
for 24 months from the Closing Date at an exercise price of
$0.52 per Warrant Share.
In addition, the Company will grant the Agent an option (the
"Agent's Option") to sell up to that number of additional
Units equal to 15% of the base Offering size, exercisable, by
notice in writing to the Company, at any time not less than 48
hours prior to the Closing Date.
The Agent will be paid by the Company on closing of the Offering
a cash commission equal to 7% of the gross proceeds of the Offering
including on any exercise of the Agent's Option. In addition, the
Company shall grant the Agent on closing of the Offering, broker
warrants (the "Broker Warrants") entitling the Agent, from
time to time for a period of 24 months from the Closing Date, to
acquire that number of common shares of the Company (the "Broker
Shares") that is equal to 7% of the number of Units issued
pursuant to the Offering (including pursuant to the exercise of the
Agent's Option), at an exercise price of $0.40 per Broker Share.
The net proceeds from the Offering will be used for general
working capital and corporate purposes.
The Offering will be conducted in all provinces of Canada pursuant to exemptions from the
prospectus requirements and in such other jurisdictions as are
agreed to by the Company and the Agent. The Offering is expected to
close on or about March 30, 2023 (the
"Closing Date") and will be subject to regulatory approvals
and customary closing conditions, including the approval of the
Toronto Stock Exchange (the "TSX") for the Offering and the
listing of the Unit Shares, Warrant Shares and Broker Shares on the
TSX. All securities issued pursuant to the Offering will have a
hold period of four months and one day from the date of
issuance.
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 securities 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 the
requirements of an applicable exemption therefrom. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy securities in the United
States, nor 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 is a TSX-listed company focused on exploration in
Alaska and holds the Golden Summit
Gold Project near Fairbanks and
the Shorty Creek Copper-Gold Project near Livengood through
leases.
Forward-looking Information Cautionary Statement
This press release contains statements that constitute
"forward-looking information" (collectively, "forward-looking
statements") within the meaning of the 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 at 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 phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. Forward-looking statements contained in this press
release, include, without limitation, statements regarding the
completion of, and the use of proceeds
from, the Offering. In making the
forward-looking statements contained 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 of any
forward-looking statements will prove to be correct. Known and
unknown risks, uncertainties, and other factors may cause the
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;
delay or failure to receive 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 year ended December 31 2021, filed under Freegold's profile
at www.sedar.com, for a detailed discussion of the risk factors
associated with Freegold's operations
On January 30, 2020, the World
Health Organization declared the COVID-19 outbreak a global health
emergency. Reactions to the spread of COVID-19 continue to lead to,
among other things, significant restrictions on travel, business
closures, quarantines, and a general reduction in economic
activity. While there has been a reduction in these effects in
recent months, the continuation and re-introduction of significant
restrictions, business disruptions, and related financial impact,
and the duration of any such disruptions, cannot be reasonably
estimated at this time. The risks to Freegold of such public health
crises also include risks to employee health and safety and a
slowdown or temporary suspension of operations in geographic
locations impacted by an outbreak. Such public health crises, as
well as global geopolitical crises, can result in volatility and
disruptions in the supply and demand for various products and
services, global supply chains, and financial markets, as well as
declining trade and market sentiment and reduced mobility of
people, all of which could affect interest rates, credit ratings,
credit risk, and inflation. As a result of the COVID-19 outbreak,
Freegold has implemented a COVID management program and established
a full-service Camp at Golden Summit to attempt to mitigate risks
to its employees, contractors, and community. While the extent to
which COVID-19 may impact Freegold is uncertain, it is possible
that COVID-19 may have a material adverse effect on Freegold's
business, results of operations, and financial
condition.
SOURCE Freegold Ventures Limited
