Freegold Ventures Limited — Proxy Solicitation & Information Statement 2020

Aug 26, 2020

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FOR AGAINST WITHHOLD 3. Approval of the Conversion Resolution Approving the Conversion Resolution as set forth in the accompanying management information circular.

Appointment of Proxyholder

I/We, being holder(s) of common shares of Freegold Ventures Limited (the “Company”), hereby appoint: Kristina Walcott, Chief Executive Officer, or, failing her, Gordon Steblin, Chief Financial Officer OR

___________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the individuals listed above

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General and Special Meeting of Shareholders of the Company to be held at 10:00 a.m. (Vancouver time) on September 15, 2020 in a hybrid manner, both at the Company’s executive office located at Suite 888 – 700 West Georgia Street, Vancouver, British Columbia and in a virtual format at https://web.lumiagm.com/445413053 (password: “freegoldventures2020”) (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

_________________________________________________________ __________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by September 11, 2020 at 10:00 a.m. (Vancouver time).

Management recommends voting FOR resolutions 1, 2 and 3. Please use a dark black pencil or pen.

FOR AGAINST WITHHOLD1. Appointment of AuditorsAppointment of Davidson & Company LLP, CharteredProfessional Accountants as auditors of the Company and toauthorize the directors of the Company to fix the remuneration ofthe auditors.2. Election of Directors1. Kristina Walcott❑❑❑❑	FOR AGAINST WITHHOLD1. Appointment of AuditorsAppointment of Davidson & Company LLP, CharteredProfessional Accountants as auditors of the Company and toauthorize the directors of the Company to fix the remuneration ofthe auditors.2. Election of Directors1. Kristina Walcott❑❑❑❑	FOR AGAINST WITHHOLD1. Appointment of AuditorsAppointment of Davidson & Company LLP, CharteredProfessional Accountants as auditors of the Company and toauthorize the directors of the Company to fix the remuneration ofthe auditors.2. Election of Directors1. Kristina Walcott❑❑❑❑	FOR AGAINST WITHHOLD1. Appointment of AuditorsAppointment of Davidson & Company LLP, CharteredProfessional Accountants as auditors of the Company and toauthorize the directors of the Company to fix the remuneration ofthe auditors.2. Election of Directors1. Kristina Walcott❑❑❑❑	FOR AGAINST WITHHOLD1. Appointment of AuditorsAppointment of Davidson & Company LLP, CharteredProfessional Accountants as auditors of the Company and toauthorize the directors of the Company to fix the remuneration ofthe auditors.2. Election of Directors1. Kristina Walcott❑❑❑❑
_2._Ron Ewing
3. Gary Moore
4.Alvin Jackson
5.Garnet Dawson
6. Gregory Hanks
7. Glen Dickson
8. David Knight
9. Reagan Glazier

Proxy Form – Annual General and Special Meeting of Shareholders of Freegold Ventures Limited to be held on September 15, 2020 (the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one management information circular (“Circular”) and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together the number of securities indicated on the proxy.

All holders should refer to the Circular for further information regarding the particulars of the matters to be voted on at the Meeting, completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of the Company.

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How to Vote

TELEPHONE

INTERNET

Use any touch-tone phone, call toll free in Canada and United States

• Go to

www.astvotemyproxy.com

• Cast your vote online

  • 1-888-489-5760 and follow the voice instructions

• View Meeting documents

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To vote using your smartphone, please scan this QR Code ➔

To vote by telephone or Internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

AST Trust Company Canada P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST Trust Company (Canada).

If you wish to receive investor documents electronically in future, please visit https://ca.astfinancial.com/edelivery to enrol.

All proxies must be received by 10:00 a.m. (Vancouver time) on September 11, 2020.