Freegold Ventures Limited (TSX: FVL) is pleased to announce that it has closed a non-brokered private placement offering of 10,000,000 units of the Company at a price of $0.40 per Unit for aggregate gross proceeds of $4,000,000. Each Unit is comprised 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 closing at an exercise price of $0.52 per Warrant Share.

The Company paid a cash finder’s fee equal to 3% of the gross proceeds of the Offering.

Mr. Eric Sprott, through an entity owned and controlled by him, purchased an aggregate of 10,000,000 Units in the Offering, representing 100% of the Units issued under the Offering.

Prior to the Offering, Mr. Sprott held, directly or indirectly, an aggregate of 104,103,056 common shares of the Company and 1,875,000 warrants of the Company, representing 25.42% of the Company’s issued and outstanding shares on a non-diluted basis and 25.76% of the Company’s issued and outstanding shares on a partially diluted basis. Immediately following completion of the Offering, Mr. Sprott held, directly or indirectly, an aggregate of 114,103,056 common shares of the Company and 6,875,000 warrants of the Company, representing 27.20% of the Company’s issued and outstanding shares on a non-diluted basis, and 28.37% of the Company’s issued and outstanding shares on a partially diluted basis, assuming exercise of all warrants held by Mr. Sprott, directly or indirectly, following the completion of the Offering.

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% of the Company’s market capitalization as calculated in accordance with MI 61-101.

A material change report will be filed less 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 favorable 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 regulatory approval and all securities issued pursuant to the Offering will have a hold period of four months and one day.

The Company intends to use the net proceeds from the Offering for general working capital and corporate purposes. Drilling has recommenced at Golden Summit. Two drill rigs are currently operating. Drilling will initially focus on testing the areas that are open to the north and west of the current mineral resource estimate.

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 security 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 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 United States, nor shall 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.