/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, May 13, 2020 /CNW/ - Freegold Ventures Limited
(TSX: FVL) ("Freegold" or the "Company"), a
growth-focused gold exploration and development company, announces
that it has agreed to issue, addition to the private placement
announced on May 7, 2020 up to
C$5 million via a second tranche best efforts brokered private
placement (the "Private Placement").
Paradigm Capital Inc. will act as sole agent (the
"Agent") on the Private Placement of subscription receipts
(the "Subscription Receipts"). Each Subscription
Receipt will be issued at a price of C$0.30 per Subscription Receipt for
gross proceeds of up to C$5 million. Each Subscription Receipt
will entitle the holder thereof to receive, without payment of any
additional consideration, one Unit. Each Unit will consist of
one common share (each a "Common Share") and one-half
of one common share purchase warrant (each whole warrant a
"Warrant"). Each whole Warrant will entitle the holder
thereof to purchase one Common Share at a price of $0.45, for a period of 2 years following the
closing of the Private Placement. The exchange of the
Subscription Receipts for Units will be conditional upon the
approval of Freegold shareholders.
The Agent shall have the option (the "Agent's Option") to
increase the size of the second tranche of the Private Placement by
up to 15% of the base Private Placement size, which Agent's Option
shall be exercisable, by notice in writing to the Company, at any
time not less than 48 hours prior to the closing date.
Mr. Eric Sprott has agreed to
invest $4 million in the Private
Placement. Following the conversion of the Subscription
Receipts, his interest in the Company will be approximately 28%,
assuming both the private placement announced on May 7, 2020 and this second tranche Private
Placement are fully subscribed.
The Private Placement is subject to regulatory approval and all
securities issued pursuant to the Private Placement will have a
hold period of four months and one day.
The Company intends to use the net proceeds from the Private
Placement to fund ongoing exploration, to update the Company's
technical studies, and for general corporate purposes.
The securities have not been, and will not be, registered under
the Unites 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 Unites 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
Unites 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 through leases
the Golden Summit Gold Project, near Fairbanks as well the Shorty Creek Copper –
Gold Project near Livengood.
Cautionary Statement
Neither the Toronto Stock Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Toronto
Stock Exchange) accepts responsibility for the adequacy or accuracy
of this news release.
This News Release includes certain "forward-looking statements"
which are not comprised of historical facts. Forward-looking
statements include estimates and statements that describe the
Company's future plans, objectives or goals, including words to the
effect that the Company or management expects a stated condition or
result to occur. Forward-looking statements may be identified by
such terms as "believes", "anticipates", "expects", "estimates",
"may", "could", "would", "will", or "plan". Since forward-looking
statements are based on assumptions and address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Although these statements are based on information
currently available to the Company, the Company provides no
assurance that actual results will meet management's expectations.
Risks, uncertainties and other factors involved with
forward-looking information could cause actual events, results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information.
Forward looking information in this news release includes, but is
not limited to, the Company's objectives, goals or future plans,
statements, completion of the Private Placement, exploration
results, potential mineralization, the estimation of mineral
resources, exploration and mine development plans, timing of the
commencement of operations and estimates of market conditions.
Factors that could cause actual results to differ materially from
such forward-looking information include, but are not limited to
the inability to complete the Private Placement on the terms as
announced or at all, failure to identify mineral resources, failure
to convert estimated mineral resources to reserves, the inability
to complete a feasibility study which recommends a production
decision, the preliminary nature of metallurgical test results,
delays in obtaining or failures to obtain required governmental,
environmental or other project approvals, political risks,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects, capital, operating and reclamation costs
varying significantly from estimates and the other risks involved
in the mineral exploration and development industry, and those
risks set out in the Company's public documents filed on SEDAR.
Although the Company believes that the assumptions and factors used
in preparing the forward-looking information in this news release
are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
SOURCE Freegold Ventures Limited