FREEGOLD VENTURES LIMITED ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT TO $10 MILLION

FREEGOLD VENTURES LIMITED ANNOUNCES UPSIZE OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT TO $10 MILLION

/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA , ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA ./

Freegold Ventures Limited (TSX: FVL) (the " Company " or " Freegold Ventures "), is pleased to announce that, due to investor demand, the Company and Paradigm Capital Inc. (the " Agent ") have agreed to increase the size of Freegold Ventures' previously-announced best efforts private placement offering (the " Offering "). The amended Offering is now for 25,000,000 units of the Company (the " Units ") at a price of $0.40 per Unit (the " Issue Price ") for total gross proceeds of $10,000,000 . Each Unit will be 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 will be exercisable to acquire one common share of the Company (a " Warrant Share ") for 24 months from the Closing Date at an exercise price of $0.52 per Warrant Share.

The net proceeds from the Offering will be used for general corporate and working capital purposes.

The Units will be offered for sale in each of the provinces of Canada , other than Quebec , pursuant to the listed issuer financing exemption (the " Listed Issuer Financing Exemption ") under Part 5A of National Instrument 45-106 – Prospectus Exemptions . The Company has filed a Form 45-106F19 with the securities commissions or similar regulatory authorities in each of the provinces of Canada , other than Quebec . As the Offering is being completed pursuant to the Listed Issuer Financing Exemption , the Units issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to this Offering that can be accessed under the Company's profile at www.sedarplus.com and on the Company's website at www.freegoldventures.com . Prospective investors should read this offering document before making an investment decision.

The Offering is expected to close on or about March 26, 2024 (the " Closing Date ") and will be subject to regulatory approvals and customary closing conditions, including listing of the Common Shares on the Toronto Stock Exchange.

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 securities 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 the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States , nor may 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 Ventures 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

Some statements in this news release contain forward-looking information. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the statements. Such factors include, without limitation, the ability of the Company and the Agent to complete the Offering, planned expenditures, the ability to complete exploration programs on schedule, and the success of exploration programs.

SOURCE Freegold Ventures Limited

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Freegold Intersects 3.06 g/t Au over 42 Metres at Golden Summit and 1.36 g/t Au over 115.2 metres

Freegold Intersects 3.06 g/t Au over 42 Metres at Golden Summit and 1.36 g/t Au over 115.2 metres

FVL:TSX  OTCQX: FGOVF

GS2406 & GS2407: - higher grade closer to surface

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Freegold Expands and Upgrades Resource at Golden Summit

Freegold Expands and Upgrades Resource at Golden Summit

  • Base case resource ounces and grades have increased materially from our February 2023 estimates
  • Indicated Primary Mineral Resource: 12.1 million ounces at 1.08 g/t Au, up 8% and 9% respectively
  • Inferred Primary Mineral Resource: 10.3 million ounces at 1.04 g/t Au, up 45% and 13%, respectively
  • Primary Resource reported above a 0.50 g/t Au cut-off grade
  • In addition, a significant oxide resource exists – 0.9Moz at 0.49 g/t Au (indicated), up 43% and 23%
  • Soil geochem and historical hard rock mines strongly suggest that Dolphin-Cleary mineralization remains open to the west and southwest another 1.5 km. The current resource footprint is 1.5 km east-west.
  • Dolphin/Cleary is just one of the target areas within the 13km long, road-accessible project.
  • The 2024 drill program at Golden Summit is ongoing with two drills operating – additional assay results pending

Freegold Ventures Limited (TSX: FVL) (OTCQX: FGOVF) ("Freegold" or the "Company") is pleased to announce an updated mineral resource estimate for the Golden Summit Project. The revised estimate incorporates data from the 2023 drilling program and the initial two holes of the 2024 program, representing a significant milestone in our exploration and development activities.

Freegold Ventures Limited Logo (CNW Group/Freegold Ventures Limited)

CutOff Au g/t

Classification

Au g/t

Tonnes

Ounces

OXIDE





0.15

Indicated

0.49

59,414,000

937,000

0.15

Inferred

0.45

3,252,000

47,000

PRIMARY





0.5

Indicated

1.08

346,304,000

12,050,000

0.5

Inferred

1.04

308,311,000

10,306,000

UNDER PIT





0.75

Indicated

1.29

2,867,000

119,000

0.75

Inferred

1.34

22,900,000

986,000

Mineral Resources   for the primary resources   are reported at a cut-off grade of 0.   5   0 g/t gold and constrained within an open pit shell   using a  gold price of US$1,   973   /ounce, US$2.50/t mining cost, US$   14   /t processing cost, US$2.00/t G+A,   72   % gold recover   y   , and   a   45° pit slope.   Tonnes and ounces rounded to the nearest thousand.

Comparison Sept 2024 and Feb 2023 Resource Estimates


Indicated Primary Resource - Open Pit


Inferred Primary Resource - Open Pit


Oxide Indicated



Moz

gpT

Cutoff Grd



Moz

gpT

Cutoff Grd



Moz

gpT

Cutoff Grd

Feb-23

11.1

0.99

0.5



7.1

0.92

0.5



0.7

0.39

0.15

Sep-24

12.1

1.08

0.5



10.3

1.04

0.5



0.9

0.49

0.15

Change

8 %

9 %




45 %

13 %




43 %

26 %


The updated resource is the result of primarily infill drilling, upgrading areas considered waste in the February 2023 drill program due to lack of drill density. Ounces and grades increased materially in all categories considered within an open pit context. It is expected that further infill drilling may also positively impact stripping ratios when a mine plan is optimized. Freegold's 2024 drill program is focusing on the west and southwest of the existing resource where soil geochemistry, found to be a strong indicator, and historic gold mines have outlined two logical corridors that extend approximately 1.5 km; in context, Golden Summit's current resource occupies a 1.5 km east-west footprint.

The current estimate is based on a gold price of $1,973 , which reflects the three-year trailing average. Even though the 2024 resource estimate uses a higher gold price than the $1,792 in 2023, this is balanced by a lower recovery rate (72% vs. 90%). Previously, the 2023 resource plan considered using CIL (carbon-in-leach) and oxidation to process the sulphide flotation concentrate for higher recoveries. However, positive test results released earlier this year indicate that a significant portion of the mineralization is non-refractory and can be processed using much less costly gravity and CIL. Although the recovery is projected to be lower, the overall operating and capital cost savings would more than compensate and simplify the project substantially. The 72% recovery used for the resource is believed to be conservative. The reported test work showed recovery rates of up to 87.5%, with an average recovery of 77% using gravity and CIL, based on 5,100 kg of material and eight composites. Furthermore, initial indications are that mineralization to the west, where our 2024 drill program is concentrated, achieves higher recoveries. Additional optimization work and metallurgical samples from four large-diameter drill holes completed will be used for further metallurgical testwork.

The latest resource estimate shows an increase in the resource size and a notable improvement in grade. The discovery cost remains exceptionally low at under $4.00 per ounce. Golden Summit has a substantial resource and presents an excellent development opportunity due to its proximity to robust infrastructure - road accessibility, proximity to a supply centre, and available labour force, all of which are expected to contribute to lower operating costs.

Additional drilling will focus on improving the ore quality and outlining a smaller, higher-grade starter pit within the deposit as the project moves towards pre-feasibility to reduce operating and initial capital costs. The updated resource's results demonstrated this approach's success with its increase in overall resource grades at the various cut-offs. Trade-off studies will be conducted to optimize the overall economics and balance improved recovery rates with capital and operating costs as the project progresses. Additional metallurgical work is also in progress, and four large diameter (PQ) boreholes have been drilled this year. These will undergo a comprehensive suite of metallurgical tests to assess various processing methods to improve recoveries and further reduce the project's risks.

Since 2020, Freegold has completed over 123,000 meters of drilling and established Golden Summit as one of North America's largest undeveloped gold resources.

The 2023 drill program at Golden Summit discovered higher-grade mineralization on the western side of the existing resource. In 2024, the plan is to continue drilling on the portion west of the Dolphin/Cleary deposit and extend exploration drilling further to the west. The 2024 drilling program at the Golden Summit project is progressing well; additional assay results are expected to be reported shortly.

The table below displays the specific cut-off grades within and below the current $1,973 pit.

CutOff Au g/t

Classification

Au g/t

Tonnes

Ounces

OXIDE





1.00

Indicated

1.73

4,745,000

265,000

1.00

Inferred

1.77

127,000

7,000

0.75

Indicated

1.35

8,430,000

366,000

0.75

Inferred

1.17

359,000

14,000

0.50

Indicated

0.97

17,324,000

541,000

0.50

Inferred

0.84

919,000

25,000

0.40

Indicated

0.81

24,758,000

647,000

0.40

Inferred

0.72

1,322,000

31,000

0.15

Indicated

0.49

59,414,000

937,000

0.15

Inferred

0.45

3,252,000

47,000

PRIMARY





1.00

Indicated

2.07

99,704,000

6,628,000

1.00

Inferred

2.01

82,640,000

5,352,000

0.75

Indicated

1.55

174,604,000

8,694,000

0.75

Inferred

1.49

151,918,000

7,271,000

0.50

Indicated

1.08

346,304,000

12,050,000

0.50

Inferred

1.04

308,311,000

10,306,000

0.40

Indicated

0.92

461,582,000

13,711,000

0.40

Inferred

0.88

426,343,000

12,003,000

0.15

Indicated

0.66

778,574,000

16,609,000

0.15

Inferred

0.62

752,540,000

14,960,000

UNDER PIT





1.00

Indicated

1.89

1,193,000

73,000

1.00

Inferred

1.82

11,605,000

677,000

0.75

Indicated

1.29

2,867,000

119,000

0.75

Inferred

1.34

22,900,000

986,000

0.50

Indicated

0.84

7,958,000

216,000

0.50

Inferred

0.87

61,179,000

1,720,000

0.40

Indicated

0.66

14,765,000

313,000

0.40

Inferred

0.71

100,288,000

2,282,000

0.15

Indicated

0.35

64,264,000

720,000

0.15

Inferred

0.41

290,423,000

3,826,000

Mineral Resources   for the primary resources   are reported at a cut-off grade of 0.   5   0 g/t gold and constrained within an open pit shell   using a   gold price of US$1,   973   /ounce, US$2.50/t mining cost, US$   14   /t processing cost, US$2.00/t G+A,   72   % gold recover   y   , and   a   45° pit slope.   Tonnes and ounces rounded to the nearest thousand.

The mineral resource estimate (MRE) was carried out using ordinary kriging of three-meter composites. The MRE was constrained by two lithological domains, Intrusive and Schist, that were further constrained by a 0.2 g/t gold gradeshell. Hard boundaries were used for the Intrusive and Schist domains so that only composites from each domain were used for the estimation of block grades within that domain. An Oxide domain was flagged within the upper portion of the Schist domain after the estimation process. Composite grades in the Intrusive domain were capped at 20 g/t gold and those within the Schist domain were capped at 90 g/t. Cumulative frequency curves were used to determine capping levels. The estimate was carried out in a single pass with a minimum of four and a maximum of 12 composites, with a maximum of two per drill hole, required for a grade to be interpolated into a block. Blocks were classified as Indicated or Inferred. Indicated blocks are based on a minimum of eight and a maximum of 12 composites within 100 meters of a block. Inferred blocks are based on a minimum of four and a maximum of 12 composites within 300 meters of a block. A maximum of two composites per drill hole was permitted in both categories.

In addition to the ongoing drill program, metallurgical, baseline environmental, cultural resource, and wetland studies are underway.

A plan map showing the locations of the 2024 drill holes - exploration and metallurgical holes can be found here:

https://freegoldventures.com/site/assets/files/6287/goldensummit_dolphin-cleary_resource_drilling_western_a.pdf

A sample quality control/quality assurance program has been in place throughout the program. Drill cores were cut in half using a diamond saw, with one-half placed in sealed bags for preparation and subsequent geochemical analysis by ALS Laboratories. Core samples were prepared in ALS's facility using the PREP-31BY package. Each core sample is crushed to better than 70 %, passing a 2 mm (Tyler 9 mesh, US Std. No.10) screen. A split of 1kg is taken and pulverized to better than 85 % passing a 75-micron (Tyler 200 mesh, US Std. No. 200) screen; a portion of this pulverized split is digested by Four Acid and analyzed via ICP-AES (method code ME-ICP61). Fire Assay analyzes all samples with an AAS finish, method code Au-AA23 (30g sample size) and over 10 g/t are automatically assayed using a FA Grav method, Au-GRAV21. Additional Au screening is performed using ALS's Au- SCR24 method; select samples are dry-screened to 100 microns. A duplicate 50g fire assay is conducted on the fine fraction, and an assay is conducted on the entire oversize fraction. Total Au content, individual assays, and weight fractions are reported. Analytical and assay procedures are conducted in ALS's North Vancouver and Reno facilities.

A QA/QC program included laboratory and field standards inserted every ten samples. Blanks are inserted at the start of the submittal, and at least one blank every 25 standards.

Qualified Person and Technical Information

The MRE, with an effective date of September 9, 2024 , was prepared by Tetra Tech Canada. Greg Mosher, P. Geo and Maurie Marks , P.Eng of Tetra Tech Canada are "Qualified Persons" for the Updated Mineral Resource Estimate as defined in NI 43-101 and are considered to be "independent" of Freegold for the purposes of NI 43-101. Greg Mosher and Maurie Marks have reviewed and approved the scientific and technical information herein regarding the Golden Summit project. Greg Mosher visited Golden Summit on November 11 – 12, 2022. Greg Mosher and Maurie Marks visited the project on September 12, 2023 .

The full technical report, which is being prepared in accordance with NI 43-101 by Tetra Tech Canada, will be available on SEDAR ( www.sedarplus.com ) under the Company's issuer profile within 45 days from this news release.

Alvin Jackson, P.Geo, Vice President of Exploration and Development of the Company and a "Qualified Person" as defined in NI 43-101, has supervised the preparation of this news release and has reviewed and approved the scientific and technical information contained herein.

About Freegold Ventures Limited

Freegold is a TSX-listed company focused on exploration in Alaska. Through leases, it holds the Golden Summit Gold Project near Fairbanks and the Shorty Creek Copper-Gold Project near Livengood.

Some statements in this news release contain forward-looking information, including, without limitation, statements as to planned expenditures and exploration programs, potential mineralization and resources, exploration results, the completion of an updated NI 43-101 technical report, and any other future plans. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the statements. Such factors include, without limitation, the completion of planned expenditures, the ability to complete exploration programs on schedule, and the success of exploration programs. See Freegold's Annual Information Form for the year ended December 31st, 2023 , filed under Freegold's profile at www.sedar.com , for a detailed discussion of the risk factors associated with Freegold's operations. On January 30, 2020 , the World Health Organization declared the COVID-19 outbreak a global health emergency. Reactions to the spread of COVID-19 continue to lead to, among other things, significant restrictions on travel, business closures, quarantines, and a general reduction in economic activity. While these effects have been reduced in recent months, the continuation and re-introduction of significant restrictions, business disruptions, and related financial impact, and the duration of any such disruptions cannot be reasonably estimated. The risks to Freegold of such public health crises also include employee health and safety risks and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. Such public health crises, as well as global geopolitical crises, can result in volatility and disruptions in the supply and demand for various products and services, global supply chains, and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect interest rates, credit ratings, credit risk, and inflation. As a result of the COVID-19 outbreak, Freegold has implemented a COVID management program and established a full-service Camp at Golden Summit to attempt to mitigate risks to its employees, contractors, and community. While the extent to which COVID-19 may impact Freegold is uncertain, it is possible that COVID-19 may have a material adverse effect   on Freegold's business, results of operations, and financial condition.

SOURCE Freegold Ventures Limited

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Freegold Intersects 4.63 g/t Au over 65.9 Metres at Golden Summit

Freegold Intersects 4.63 g/t Au over 65.9 Metres at Golden Summit

 Freegold Ventures Limited (TSX: FVL) (OCTQX: FGOVF) ("Freegold" or the "Company") is pleased to report initial results from the 2024 drill program. Thirteen holes have been completed, with two more in progress. The 2024 drill program is targeting the western extension as an area that holds significant promise for higher grades closer to surface and at depth.  The presence of this higher-grade material, along with promising ongoing metallurgical testwork, can potentially further enhance the overall project economics. The focus for 2024 will be on optimization, which will involve additional drilling, including drilling large-diameter holes (PQ) to facilitate additional metallurgical testwork.

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Eric Sprott Announces Changes to His Holdings in Freegold Ventures Limited

Eric Sprott Announces Changes to His Holdings in Freegold Ventures Limited

Eric Sprott announces that today, 2176423 Ontario Ltd., a corporation which is beneficially owned by him, purchased 770,000 common shares (Shares) of Freegold Ventures Limited., over the Toronto Stock Exchange (representing approximately 0.2% of the outstanding shares on non-diluted basis) at an average price of approximately $0.53 per share for aggregate consideration of approximately $408,100.

The acquired Shares were purchased in reliance on the normal course purchase exemption from the formal take-over bid requirements set out in Section 4.1 of National Instrument 62-104 - Take-Over Bids and Issuer Bids (NI 62-104). Such Shares do not represent more than 5% of the outstanding Shares, and the aggregate number of Shares acquired in reliance on this exemption with any joint actors within the last 12 months does not exceed 5% of the Shares outstanding at the beginning of the 12-month period. The Shares trade on the Toronto Stock Exchange and the value of the consideration paid for

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Results of the Annual General and Special Meeting

Results of the Annual General and Special Meeting

Freegold Ventures Limited (TSX: FVL) (Frankfurt: FR4N) ("Freegold", the Company) today announced that all matters set out in the Management Information Circular dated May 14, 2024 for the 2024 Annual General and Special Meeting of Shareholders held on June 28, 2024 (the "Meeting") were approved by the shareholders holding 101,433,810 shares were voted representing approximately ~ 22.71% of the outstanding shares of the Company.

Freegold Ventures Limited Logo (CNW Group/Freegold Ventures Limited)

The following nine nominees were elected as directors of Freegold.  The detailed results of the vote for the election of directors are set out below:

Nominee

# of Votes For

% of Votes For

# of Votes Withheld

% of Votes Withheld

Ron Ewing

100,880,186

99.45

553,625

0.55

Kristina Walcott

98,974,508

97.58

2,459,303

2.42

Alvin Jackson

99,068,535

97.67

2,365,276

2.33

David Knight

84,204,358

83.01

17,229,453

16.99

Garnet Dawson

99,597,686

98.19

1,836,125

1.81

Glen Dickson

84,989,006

83.79

16,444,805

16.21

Reagan Glazier

76,043,127

74.97

25,390,684

25.03

Maurice Tagami

99,862,881

98.45

1,570,930

1.55

Vivienne Artz

100,633,536

99.21

800,275

0.79

The Company's shareholders approved the appointment of Davidson & Company LLP, Chartered Professional Accountants, as the company's auditors, as set forth in the management information circular.

The Company's shareholders approved all unallocated stock options, rights or entitlements under the Company's stock option plan.

Each of the matters voted upon at the Meeting is discussed in detail in the Company's Information Circular dated May 14, 2024 , which is filed under the Company's profile at www.sedarplus.com .

Drilling remains ongoing at Golden Summit. Ten holes have been completed to date, and two are currently in progress. Assays will be reported once they are received.  The updated resource calculation incorporating the results of the 2023 drilling is expected to be reported in the coming weeks.

Some statements in this news release contain forward-looking information, including without limitation statements as to planned expenditures and exploration programs. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include without limitation the completion of planned expenditures, the ability to complete exploration programs on schedule and the success of exploration programs. See Freegold's Annual Information Form for the year ended December 31st, 2023 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

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AGNICO EAGLE ANNOUNCES INVESTMENT IN ATEX RESOURCES INC.

Agnico Eagle Mines Limited logo (CNW Group/Agnico Eagle Mines Limited)

Stock Symbol: AEM (NYSE and TSX)

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Siren Gold (ASX:SNG)

Siren Increases Antimony and Gold Potential with Permit Over NZ’s Largest Antimony Mine

Siren Gold Limited (ASX: SNG) (Siren or the Company) is pleased to announce that it has applied for an exploration permit over the historic Endeavour Antimony mine, located in Marlborough, 120kms east of Sams Creek.

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Horizon Minerals Limited

Horizon and Poseidon Merging to Fast-Track the Creation of a New WA Mid-Cap Gold Producer

Horizon Minerals Limited (ASX: HRZ) (Horizon) and Poseidon Nickel Limited (ASX: POS) (Poseidon) have entered into a scheme implementation deed (Scheme Implementation Deed) pursuant to which they have agreed to a merger to be conducted by way of Schemes of Arrangement under the Corporations Act 2001 (Cth) (Corporations Act), whereby Horizon will acquire 100% of the fully paid ordinary shares in Poseidon (Poseidon Shares) and 100% of the unlisted Poseidon options under the code POSAAB, subject to the satisfaction of various conditions.

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Horizon Minerals Limited  and Poseidon Merging to Create Mid Cap Producer

Horizon Minerals Limited and Poseidon Merging to Create Mid Cap Producer

Perth, Australia (ABN Newswire) - Horizon Minerals Limited (ASX:HRZ) and Poseidon Nickel Limited (ASX:POS) have entered into a scheme implementation deed pursuant to which they have agreed to a merger to be conducted by way of Schemes of Arrangement under the Corporations Act 2001 (Cth) (Corporations Act), whereby Horizon will acquire 100% of the fully paid ordinary shares in Poseidon (Poseidon Shares) and 100% of the unlisted Poseidon options under the code POSAAB, subject to the satisfaction of various conditions.

In addition, Horizon has received firm commitments for a placement to raise $14 million to support the expanded business.

HIGHLIGHTS

Logical consolidation of complementary assets in the Western Australian Goldfields

- The proposed transaction will consolidate Horizon's large gold resource and Poseidon's Black Swan processing infrastructure in the Kalgoorlie-Coolgardie districts.

- The combination provides a pathway for sustainable, long-term gold production and cashflow as an independent mid-cap producer.

Substantial resource base and regional tenure

- Combined JORC Mineral Resources of ~1.8Moz gold at an average grade of 1.84g/t Au and 422,700t nickel at an average grade of 1% Ni.

- Combined tenure of 1,309km2 in an attractive geological position in the WA Goldfields.

- A strong pipeline of production sources, Mineral Resource growth opportunities, advanced brownfield exploration targets and greenfield exploration opportunities.


Aligned strategy of using Poseidon's Black Swan infrastructure to fast-track gold production

- Refurbishment of the front end of the Black Swan processing plant and conversion of the back end to facilitate gold production presents a significantly faster, lower capital pathway to gold production compared to building a new gold processing plant in the region.

- Horizon's 465koz Burbanks and 428koz Boorara gold deposits form the cornerstone assets in a project pipeline aiming to deliver a 5-year mine plan to fill the Black Swan processing plant.

To view the Merger Presentation, please visit:
https://www.abnnewswire.net/lnk/DPBJR05Q

- Conversion of the Black Swan processing plant to a gold plant with throughput optionality will unlock latent value in Horizon's portfolio and open up the region for toll milling and further consolidation.

Shared focus and ambition to become the next mid-tier gold producer

- Horizon aims to become a sustainable, 100kozpa standalone producer following the merger and conversion & recommissioning of the Black Swan processing plant.

Strategically positioned and permitted infrastructure

- In addition to the combined entity's Kalgoorlie-Coolgardie gold assets, Lake Johnston and Windarra present highly strategic assets that have the ability to deliver further shareholder value.

- Situated in the southern Goldfields, the permitted Lake Johnston 1.5Mtpa processing plant and associated infrastructure presents an opportunity to develop a lithium processing hub in this emerging lithium province.

- Located in Laverton, Windarra's water resource and gold tailings present highly strategic assets

Potential for re-rating based on enhanced scale and market relevance

- Enhanced trading liquidity and scale to drive increased market relevance, grow investor appeal and improved access to capital.

- Lower combined corporate overheads to enable greater focus on asset investment.

OVERVIEW

Pursuant to the terms of the Scheme Implementation Deed:

- each Poseidon shareholder will receive 0.1156 Horizon shares for every 1 Poseidon Share held (the Share Scheme);

- each holder of Poseidon options (other than a POS Incentive Option - see below) (Poseidon Options) will receive 0.1156 new Horizon options for every 1 Poseidon Option held (the Option Scheme and, together with the Share Scheme, the Schemes); and

- Poseidon, Horizon and each holder of POS Incentive Options will enter into a deed under which all of the relevant POS Incentive Options will be cancelled (or transferred to Horizon or its nominee) for cash consideration, with effect from the Implementation Date and conditional on the Scheme becoming effective (POS Incentive Option Deed). The POS Incentive Options are not subject to the Option Scheme.

The exchange ratio under the Share Scheme was based on a 40% premium to the 30-day volume weighted average price (VWAP) of $0.0042 per Poseidon share for the period up to 22 October 2024 that is $0.006. Based on the last trading price of Poseidon shares as at 22 October 2024, which was $0.006 and represents a 0% premium to the last traded price.

Following implementation of the Schemes, Horizon shareholders will own 69.8% of the Combined Group (defined below) while Poseidon shareholders will own the remaining 30.2%.

The Schemes are unanimously recommended by the POS Independent Board. Each member of the POS Independent Board intends to vote all Poseidon Shares they control in favour of the Share Scheme and all Poseidon Options they control in favour of the Option Scheme, subject to no Superior Proposal emerging and the Independent Expert concluding (and continuing to conclude) that the Schemes are in the best interests of Poseidon shareholders and holders of Poseidon Options, respectively.

Under the proposed transaction the combined group will have a global JORC Mineral Resource of ~1.8Moz of gold and ~422.7kt of nickel, as well as 1,309km2 of attractive exploration tenure and two strategically located processing facilities in Black Swan and Lake Johnston.

The Black Swan processing plant has a 2.2Mtpa nickel sulphide concentrator and associated infrastructure and is ideally located as a central processing hub for Horizon's gold projects as well as for regional toll treatment opportunities. The Black Swan concentrator will also unlock value for Horizon's high-grade Nimbus silver, zinc and gold project which contains 20.2Moz of silver, 78koz gold and 104kt of zinc.

The proposed transaction brings together complementary assets. A Feasibility Study on the refurbishment and conversion of the Black Swan processing plant to gold production from Horizon's large baseload and satellite gold deposits will be undertaken. The Feasibility Study is expected to be completed in the second half of 2025 with first gold production from Black Swan currently targeted for mid-2026.

The conversion of the Black Swan processing plant for gold processing would utilise the existing crushing and grinding circuit and likely involve the addition of a carbon in leach (CIL) circuit, elution plant and gold room. The Black Swan plant is currently on care and maintenance and will require some refurbishment. Horizon's Feasibility Study will provide an up-to-date estimate of the cost of completing this work.

The combined group of Horizon and Poseidon (the Combined Group) will be pursuing its growth strategy from a position of greater market scale, underpinned by an estimated pro-forma cash and listed investments balance of ~$19 million (inclusive of the Placement) and lower consolidated cost base. Following implementation of the Schemes, Poseidon will be delisted from the ASX and become a subsidiary of Horizon, and the Combined Group will continue to trade as Horizon Minerals Ltd under the ticker (ASX:HRZ).

Completion of the Schemes is targeted for late January / early February 2025. The Schemes remain subject to various customary closing conditions, including the approval of Poseidon shareholders, holders of Poseidon Options, and the Court, which are summarised below.

Commenting on the proposed merger, Horizon Managing Director Mr Grant Haywood said:

"We believe this proposed merger represents a unique opportunity to unlock the value of our significant gold resource in the WA Goldfields and leverage strategically located processing infrastructure.

This really is a logical consolidation of complementary assets, delivering a near term and cost-effective processing pathway and creates greater potential for both sets of shareholders to create value from the cashflow generation potential of a long project pipeline and wholly owned processing infrastructure.

Outside gold, the merged nickel and silver assets enhances the respective asset values of both parties and retains full exposure for the combined shareholder group to crystalise value in any future sustained price upturn for these commodities."

Poseidon Nickel CEO Mr Brendan Shalders commented:

"The Schemes announced today are a pivotal step towards establishing a significant gold business and provides Poseidon shareholders and holders of Poseidon Options with an exciting opportunity to become part of an emerging gold producer at a time when the gold price is at all-time highs.

"There is strong alignment between Poseidon's strategy and that of Horizon, which is one of the core pillars underpinning this regional consolidation. Together we have greater capability to deliver on longer term cashflow generation from cornerstone operations fitting for an emerging mid-tier gold producer."

To view the Merger Presentation, please visit:
https://www.abnnewswire.net/lnk/62XHIX4J



About Horizon Minerals Limited:  

Horizon Minerals Limited (ASX:HRZ) is a gold exploration and mining company focussed on the Kalgoorlie and Menzies areas of Western Australia which are host to some of Australia's richest gold deposits. The Company is developing a mining pipeline of projects to generate cash and self-fund aggressive exploration, mine developments and further acquisitions. The Teal gold mine has been recently completed.

Horizon is aiming to significantly grow its JORC-Compliant Mineral Resources, complete definitive feasibility studies on core high grade open cut and underground projects and build a sustainable development pipeline.

Horizon has a number of joint ventures in place across multiple commodities and regions of Australia providing exposure to Vanadium, Copper, PGE's, Gold and Nickel/Cobalt. Our quality joint venture partners are earning in to our project areas by spending over $20 million over 5 years enabling focus on the gold business while maintaining upside leverage.

News Provided by ABN Newswire via QuoteMedia

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