An anonymous director reports

FREEGOLD ANNOUNCES CLOSING OF $10 MILLION BROKERED PRIVATE PLACEMENT FINANCING

Further to the news release of March 8, 2024, Freegold Ventures Ltd. has closed its upsized brokered private placement offering for aggregate gross proceeds of $10-million. Paradigm Capital acted as sole agent on the offering.

In connection with the offering, the company entered into an agency agreement dated March 26, 2024, between the company and the agent. In accordance with the agency agreement, 25 million units of the company were issued at a price of 40 cents per unit. Each unit is composed of one common share of the company and one-half of one common share purchase warrant of the company. Each warrant is exercisable to acquire one common share of the company for 24 months from today's date at an exercise price of 52 cents per warrant share.

The company intends to use the net proceeds from the offering to finance exploration activities on the company's mineral projects in Alaska and for general working capital and corporate purposes.

Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned and controlled by him, acquired 6.75 million units in the offering for total consideration of $2.7-million. Prior to the offering, Mr. Sprott beneficially owned or controlled 114,103,056 shares and 6,875,000 warrants, representing approximately 27.1 per cent of the outstanding shares on a non-diluted basis and 28.2 per cent on a partially diluted basis assuming the exercise of such warrants. Following the completion of the offering, Mr. Sprott beneficially owns and controls 120,853,056 shares and 10.25 million warrants, representing approximately 27.1 per cent of the outstanding shares on a non-diluted basis and 28.7 per cent on a partially diluted basis assuming the exercise of such warrants.

The units were acquired by Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of Freegold, including on the open market or through private acquisitions, or sell securities of Freegold, including on the open market or through private dispositions, in the future depending on market conditions, reformulation of plans and/or other relevant factors.

Pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the purchase of units by Mr. Sprott was a related-party transaction. The company was exempt from the requirements to obtain a formal valuation in connection with the offering in reliance on Section 5.5(c) of MI 61-101, as the issuance of units to Mr. Sprott was a distribution of securities of the company to a related party for cash consideration. The issuance of the units to Mr. Sprott was exempt from the requirement to obtain minority shareholder approval in reliance on Section 5.7(1)(a) of MI 61-101 as neither the fair market value of the units received by Mr. Sprott, nor the proceeds for such securities received by the company exceeded 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101.

A material change report will be filed fewer than 21 days from the date of the closing of the offering. Closing the offering in this shorter period was reasonable in the circumstances as the company determined the shorter period was necessary because the terms of the transaction were favourable to the company, given uncertain market conditions time was of the essence in closing the offering, and closing the offering expeditiously was in the best interest of the company and its shareholders.

The offering is subject to the final approval of the Toronto Stock Exchange. The units have been offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Prospectus Exemptions) in all Canadian provinces, except Quebec, and other qualifying jurisdictions. The unit shares, warrants and warrant shares issued under the listed issuer financing exemption are not subject to resale restrictions pursuant to applicable Canadian securities laws.

There is an amended and restated offering document related to this offering that can be viewed under the company's profile on SEDAR+ and on the company's website.

About Freegold Ventures Ltd.

Freegold is a Toronto Stock Exchange-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.

We seek Safe Harbor.