VANCOUVER, BC, March 26,
2024 /CNW/ - Freegold Ventures Limited (TSX: FVL)
("Freegold" or the "Company"), is pleased to announce
that further to its news release of March 8,
2024, the Company has closed its upsized brokered private
placement offering for aggregate gross proceeds of $10,000,000). Paradigm Capital acted as sole
agent (the "Agent") on the Offering.
In connection with the Offering, the Company entered into an
agency agreement (the "Agency Agreement") dated March 26, 2024, between the Company and the
Agent. In accordance with the Agency Agreement, 25,000,000 units of
the Company (the "Units") were issued at a price of
$0.40 per Unit. Each Unit is
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
is exercisable to acquire one common share of the Company (a
"Warrant Share") for 24 months from today's date at an
exercise price of $0.52 per Warrant
Share.
The Company intends to use the net proceeds from the Offering to
fund exploration activities on the Company's mineral projects in
Alaska, and for general working
capital and corporate purposes.
Mr. Eric Sprott, through 2176423
Ontario Ltd., a corporation beneficially owned and controlled by
him, acquired 6,750,000 Units in the Offering for total
consideration of $2,700,000.
Prior to the Offering, Mr. Sprott beneficially owned or
controlled 114,103,056 Shares and 6,875,000 Warrants representing
approximately 27.1% of the outstanding Shares on a non-diluted
basis and 28.2% 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
10,250,000 Warrants representing approximately 27.1% of the
outstanding Shares on a non-diluted basis and 28.7% 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 Ventures including on the open
market or through private acquisitions or sell securities of
Freegold Ventures 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 ("MI
61-101"), 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 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 accessed under the Company's profile on
SEDAR+ at www.sedarplus.com and on the Company's website.
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
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
SOURCE Freegold Ventures Limited