Freegold Ventures Limited — Proxy Solicitation & Information Statement 2025

May 28, 2025

FREEGOLD VENTURES LIMITED

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

You are receiving this notification because Freegold Ventures Limited (the "Company") has decided to use the notice and access model for delivery of proxy solicitation materials to its shareholders for its Annual and Special Meeting of its shareholders (the "Meeting") to be held on June 27, 2025. Under notice and access, shareholders still receive a proxy or voting instruction form enabling them to vote at the shareholders' meeting. However, instead of a paper copy of the management information circular (the "Information Circular"), as well as the annual audited financial statements and the management's discussion and analysis (collectively, the "Meeting Materials"), shareholders receive this notice with information on how they may access such materials electronically through a website and on SEDAR+. The use of this alternative means of delivery is more environmentally friendly as it will help reduce the amount of paper used, and it will also reduce the cost of printing and mailing proxy materials to shareholders. Under notice-and-access, meeting related proxy materials will be available for viewing for up to 1 year from the date of posting, and a paper copy of the material can be requested at any time during this period.

MEETING DATE, TIME AND LOCATION:

WHEN: Friday, June 27, 2025, at 10:00 a.m. (Vancouver time)

WHERE: Suite 888 - 700 West Georgia Street, Vancouver, British Columbia

SHAREHOLDERS WILL BE ASKED TO CONSIDER OR VOTE ON THE FOLLOWING MATTERS, ALL AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR:

1. Financial Statements: Although no vote is required, shareholders will be asked to receive and consider the audited financial statements of the Company for the fiscal year ended December 31, 2024, together with the auditors' report thereon;
2. Appointment of Auditors: Shareholders will be asked to appoint Davidson & Company LLP, Chartered Professional Accountants, as auditors for the ensuing year and to authorize the directors of the Company to fix their remuneration;
3. Election of Directors: Shareholders will be asked to elect the following directors for the ensuing year: Kristina Walcott, Alvin Jackson, David Knight, Garnet Dawson, Ron Ewing, Glen Dickson, Reagan Glazier; Maurice Tagami, and Vivienne Artz;
4. Omnibus Plan: Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a resolution to approve the Company's new omnibus equity incentive plan, the full text of which is attached to the Information Circular; and
5. Other Business: Shareholders may be asked to consider and transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

SHAREHOLDERS ARE REMINDED TO REVIEW THE MEETING MATERIALS PRIOR TO VOTING

It is important that your shares be represented at this Meeting to ensure a quorum is present. If you cannot be present to vote in person, please ensure that your proxy or, if a corporation, your representative, is appointed and present to vote on your behalf at the Meeting. Instructions regarding the appointment of a proxy or representative are contained in the Information Circular and in the accompanying proxy or voting instruction form.

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WEBSITES WHERE MEETING MATERIALS ARE POSTED:

The proxy materials for the Meeting may be viewed online at www.sedarplus.com under the Company’s profile, or at the following internet address: www.odysseytrust.com/client/freegold-ventures/

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS:

If you wish to receive a paper copy of the Meeting Materials or have questions about notice-and-access for the current Meeting, please contact the Company’s transfer agent, Odyssey Trust Company, 350 – 409 Granville Street, Vancouver, BC V6C 1T2, Canada via www.odysseycontact.com or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

In order to receive a paper copy of the Meeting Materials in time to vote before the Meeting, your request should be received at least five (5) business days in advance of the proxy deposit date and time set out in the accompanying proxy or voting instruction form. If you do request the Meeting Materials, please note that another proxy or voting instruction form will not be sent to you; please retain your current one enclosed for voting purposes. To obtain paper copies of the materials after the date of the Meeting, please contact the Company by email at ask@freegoldventures.com or by telephone at 604-662-7307.

HOW TO VOTE YOUR SHARES:

Please follow the instructions accompanying the proxy or voting instruction form you received, and kindly ensure that you return your proxy or voting instruction form, or vote on-line by 10:00 a.m. (Vancouver time) June 25, 2025, being the deadline for the deposit of proxies.

Voting methods are by:

a) Facsimile: Fax your signed proxy to 1-800-517-4553; or
b) Email: Scan and send your signed proxy to proxy@odysseytrust.com; or
c) Mail: Return your signed proxy by mail using the enclosed business reply envelope to Odyssey Trust Company, 350 – 409 Granville Street, Vancouver, BC V6C 1T2, Canada; or
d) Online: https://login.odysseytrust.com/pxlogin.

Beneficial (or Non-Registered) Shareholders are asked to return their voting instructions using the methods set out on their voting instruction form or business reply envelope, at least one business day in advance of the proxy deposit date noted on your voting instruction form.

Shareholders with questions about notice and access generally can call toll-free at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America)

Terms used but not otherwise defined herein have the meanings ascribed thereto in the Information Circular.

Dated at Vancouver, British Columbia, on May 13, 2025.

On Behalf of the Board of Directors

"Kristina Walcott"
Kristina Walcott
President & Chief Executive Officer