Ms. Kristina Walcott reports
FREEGOLD VENTURES LIMITED ANNOUNCES CLOSING OF $50 MILLION BROKERED PRIVATE PLACEMENT FINANCING
Further to the news release dated Dec. 19, 2025, Freegold Ventures Ltd. has closed its upsized brokered private placement offering for aggregate gross proceeds of $49,999,950. Paradigm Capital Inc. acted as lead agent and sole bookrunner under the offering on behalf of a syndicate of agents, including Stifel Nicolaus Canada Inc.
In connection with the offering, the company entered into an agency agreement dated Jan. 6, 2026, between the company and the agents. In accordance with the agency agreement, 38,461,500 common shares of the company were issued at a price of $1.30 per common share.
The company intends to use the net proceeds from the offering to complete a prefeasibility study for the Golden Summit project, to support continuing exploration, and for general corporate and working capital purposes.
Completion of this financing marks a significant milestone for Freegold, demonstrating strong investor confidence and providing the capital needed to advance the Golden Summit project. The successful closing reinforces the company's commitment to advancing the Golden Summit project. Significant progress has already been made on the prefeasibility study through supporting work, and this recent financing round has provided the company with additional resources to aggressively advance the Golden Summit project.
With substantial financing secured, Freegold is well positioned to expedite completion of the prefeasibility study by early 2027 and to expand exploration east of the current resource zone, aiming to unlock further value from the Golden Summit property. This strategic approach not only enhances the project's long-term growth potential but also aligns with the company's vision of maximizing shareholder value through targeted exploration and responsible development. As the company moves into this pivotal year, it remains focused on executing its work programs efficiently while maintaining strong relationships with its stakeholders and regulatory bodies.
Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned and controlled by him, acquired 7.7 million common shares in the offering for total consideration of $10.01-million. Pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), the purchase of common shares by Mr. Sprott was a related-party transaction. The company was exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the offering in reliance on Section 5.5(a) and Section 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the common shares 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. The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by any related party of the company were not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons.
The offering is subject to the final approval of the Toronto Stock Exchange. The common shares have been offered pursuant to the listed issuer financing exemption under National Instrument 45-106 (Prospectus Exemptions) as amended by Coordinated Blank Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) in all Canadian provinces, except Quebec, and other qualifying jurisdictions. The common shares issued under the listed issuer financing exemption are not subject to resale restrictions in Canada pursuant to applicable Canadian securities laws.
There is an amended and restated offering document related to this offering that can be accessed 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.
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