20-F/A 1 freegold20fa111907.htm FREEGOLD FORM 20-F/A CC Filed by Filing Services Canada Inc. 403-717-3898

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


AMENDMENT NO. 1


FORM 20-F/A

NOVEMBER 19, 2007



REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934


OR


X

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2006


OR


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934


OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT

 

 

 

FOR THE TRANSITION PERIOD FROM ______________ TO _________________


COMMISSION FILE NUMBER:


0-29840

 

 

Freegold Ventures Limited

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Not Applicable

(TRANSLATION OF REGISTRANT’S NAME INTO ENGLISH)


British Columbia, Canada

(JURISDICTION OF INCORPORATION OR ORGANIZATION)


2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT.

 

TITLE OF EACH CLASS

 

NAME ON EACH EXCHANGE ON WHICH REGISTERED

 


None

 


Not Applicable

 

 

 

 

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.

Common Shares Without Par Value

(TITLE OF CLASS)






SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT

TO SECTION 15(d) OF THE ACT.

None

(TITLE OF CLASS)

INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER’S CLASSES OF CAPITAL OR COMMON SHARES AS OF THE CLOSE OF THE PERIOD COVERED BY THE ANNUAL REPORT.

40,262,882 Shares


Indicate by check mark whether the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

YES

 

NO

X

 

 

 


If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

YES

 

NO

X

 

 

 

Note – Checking the box above will not relieve any registrant required to filed reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES

X

NO

 

 

 



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchanage Act (Check one):

 


Large accelerated filer



Accelerated filer



Non-accelerated filer


X

 


Indicate by check mark which financial statement item the registrant has elected to follow.

 

 

X

Item 17

 

Item 18

 

 

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of this Exchange Act).

 

 

 

 

 

 

 

 

YES

 

NO

X

 

 

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

YES

X

NO

 

 

 

 

 

 

 

 

 

 



- 2 -



TABLE OF CONTENTS


 

 

EXPLANATORY NOTE

 

ITEM 4.

INFORMATION ON THE COMPANY

D.

Property, Plants, and Equipment

1.

Golden Summit Property, Alaska, USA

2.

Almaden Property, Idaho, USA

3.

Grew Creek Property, Yukon Territory, Canada

4.

Rob Property, Alaska, USA

5.

Vinasale, Alaska, USA

6.

Union Bay PGM Property, Alaska, USA

7.

PGM A Property, Ontario, Canada

ITEM 19.

EXHIBITS

SIGNATURES





- 3 -




EXPLANATORY NOTE


This Form 20-F/A amends and restates Item 4 of the annual report Form 20-F dated March 26, 2007 and filed by Freegold Ventures Limited on March 30, 2007 (the "Form 20-F") to provide additional clarity in this section.  This Form 20-F/A makes no changes to the financial statements of Freegold Ventures Limited contained in the Form 20-F.  This Form 20-F/A consists of a cover page, explanatory note, the amended Item 4 of the Form 20-F, the signature page and the required certifications of the principal executive officer and the principal financial officer.  No changes have been made to the Form 20-F except in Item 4.


Other than as set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other Item of the Form 20-F or reflect any events that have occurred after the Form 20-F was filed on March 30, 2007.




- 4 -




D.

Property, Plants and Equipment


Figure and Table numbers have been renumbered from the text excerpts from original reports included in this document to facilitate reading.


1.

Golden Summit Property – Alaska, USA


Property Description and Location


The Golden Summit project consists of 14 patented Federal lode claims, 76 unpatented Federal lode claims and 80 State of Alaska mining claims covering approximately 5,000 acres in the Fairbanks Mining District of Alaska known as the Golden Summit Property.


By various agreements dated from 1 December 1992 to 9 May 1997, the Company acquired from Fairbanks Exploration Inc. (“FEI”) certain mineral claims in the Fairbanks Mining District of Alaska known as the Golden Summit Property, subject to a 7% working interest held in trust for FEI by the Company. The property is controlled by the Company through long-term lease agreements or outright claim ownership. As consideration for the property, the Company agreed to:


- Issue 25,000 shares of the Company (issued in 1997);

- Issue 25,000 shares of the Company for each US$1,000,000 in expenditures spent on the property including all underlying lease obligations since 9 May 1997 to an aggregate of 125,000 shares. As at 31 December 2006, the Company had issued 100,000 shares (25,000 shares each in 1998,1999, 2001 and 2005). Subsequent to year-end, the Company issued the final 25,000 shares.

- Expend a minimum of US$1,767,000 of exploration expenditures on the property before 2000 (completed); and

- Make all required lease payments to underlying lessors (see Note 4a(i-iii) of the financial statements).


The Company will fund 100% of the project until commercial production is achieved at which point FEI will be required to contribute 7% of any approved budget. The property is subject to a 2% Net Smelter Royalty (“NSR”). The Company has a 30 day right of first refusal in the event that the 7% working interest of FEI or the NSR is to be sold. The Company can also purchase the NSR at any time following commercial production, based on its net present value as determined by mineable reserves.


Underlying Leases


(i)

Keystone Claims


By agreement dated 17 May 1992 and amended 15 May 2000 and 30 November 2001, the Company agreed to make advance royalty payments as follows:


 

US Funds

1992 – 1998 (US$15,000 per year)

$ 105,000 (paid)

2000

$ 50,000 ($25,000 paid in cash and $25,000 with 58,898 treasury shares issued)

2001- 2006 (US$50,000 per year)

$ *300,000 (paid)

2007 – 2019 (US$150,000 per year)

$ 1,950,000





* The 2001 US$50,000 advance royalty payment was settled by issuing 250,000 shares. These shares were issued during the year ended 31 December 2002.  An amendment signing bonus of US$50,000 was paid 1 October 2000.  The leased property is subject to a 3% NSR.


During exploration and before commencement of production the Company was required to perform a minimum amount of work on the Property in an amount of not less than US$50,000 in each of the calendar years 2000 through 2006 (completed). The Company shall have until March 31st of each year to determine whether it will continue with the lease.


(ii)

Newsboy Claims


By lease agreement dated 28 February 1986 and amended 26 March 1996, the Company assumed the obligation to make advance royalty payments of US$2,500 per year until 1996 (paid) and US$5,000 per year until 2006 (paid to date). During 2006, the Company renewed the existing lease term for an additional 5 years on the same terms and conditions. The claims are subject to a 4% NSR which the Company has an option to purchase for the greater of the current value or US$1,000,000


(iii)

Tolovana Claims


In May 2004, the Company entered into an agreement with a third party (the “Seller”) whereby the Seller transferred 100% of the rights via Quit Claim Deed to a 20-year lease on the Tolovana Gold Property in Alaska.


Under the terms of the agreement, the Company assumed all of the Seller’s obligations under the lease, which include making annual payments of $1,000 per month for the first 23 months, increasing to $1,250 per month for the 24th to the 48th months, and increasing to $1,500 after the 49th month and for the duration of the lease. These payments are current.


The property is subject to a sliding scale NSR as follows: 1.5% NSR if gold is below US$300, in the event the price of gold is between US$300 to US$400, 2.0% NSR, and in the event that the price of gold is above US$400, the property is subject to a 3.0% NSR. In addition, the Company has made a cash payment of US$7,500 on signing and issued 400,000 shares on regulatory approval. An additional 200,000 shares are to be issued within 30 days of a minimum 200,000 ounce mineral resource being calculated on the property if the resource is established in five years or less from the date of the agreement.


[propertiessection002.gif]




Property Overview:


The following italicized text was excerpted from a 43-101 Report prepared by Avalon Development Corporation entitled “Executive Summary Report for the Golden Summit Project, Fairbanks Mining District, Alaska, dated March 26th, 2007” and filed in conjunction with this Form 20F on SEDAR. All references noted within the text can be found in the references section of this referenced report.


The Golden Summit project is located approximately 20 road miles north of Fairbanks, Alaska (Figure1-1).  The Golden Summit project consists of 14 patented Federal lode claims, 76 unpatented Federal lode claims and 80 State of Alaska mining claims covering approximately 5,000 acres. The claims are registered under various owners and claim names.  Mineral rights in this part of Alaska are administered by the State of Alaska (State claims) and the US Bureau of Land Management (federal claims).  Annual rents vary according to type of claim, claim size and age and are due and payable by August 31 of each year for unpatented federal mining claims and by November 30 of each year for State mining claims.  Total 2006-2007 rents due for federal claims total US$9,500 while rentals due on State claims total US$7,640.  Claim rentals are paid in lieu of annual labor for unpatented federal claims while annual work commitment on State mining claims total US$2.50 per acre per year. Amounts spent in excess of these levels are bankable on State mining claims for up to four years into the future.  All claims on the Golden Summit project currently are in good standing. The land on which the project is situated is zoned as Mineral Land by the Fairbanks North Star Borough, and gives mineral development activities first priority use.  There currently are no unusual social, political or environmental encumbrances to mining on the project.  Other than the 14 patented mining claims (fee simple lands) the claims of the Golden Summit project have not been surveyed by a registered land or mineral surveyor and there is no State or federal law or regulation requiring such surveying.  Survey plats for all patented mining claims are open to public inspection at the Bureau of Land Management.


The Company is unaware of any environmental liabilities associated with the Property.


Figure 1-1:  Location of Golden Summit Property, Alaska



[propertiessection004.gif]






List of Claims comprising the Golden Summit Project


No.

Claim Name

Section

Township

Range

ADL #

Recording Dist

Owner

1

Greenback 1

35

3N

1E

359771

Fairbanks

Earl Beistline

2

Greenback 2

35

3N

1E

359772

Fairbanks

Earl Beistline

3

Greenback 3

26

3N

1E

361184

Fairbanks

Earl Beistline

4

Greenback 4

25

3N

1E

505192

Fairbanks

Earl Beistline

5

Newsboy

26

3N

1E

333135

Fairbanks

Earl Beistline

6

Newsboy Extension

25

3N

1E

333136

Fairbanks

Earl Beistline

7

What's Next #1

24

3N

2E

501821

Fairbanks

Freegold - Fairbanks

8

What's Next #2

24

3N

2E

501822

Fairbanks

Freegold - Fairbanks

9

What's Next #3

24

3N

2E

501823

Fairbanks

Freegold - Fairbanks

10

What's Next #4

24

3N

2E

501824

Fairbanks

Freegold - Fairbanks

11

What's Next #5

22

3N

2E

502196

Fairbanks

Freegold - Fairbanks

12

What's Next #6

22

3N

2E

502197

Fairbanks

Freegold - Fairbanks

13

What's Next #7

22

3N

2E

502198

Fairbanks

Freegold - Fairbanks

14

What's Next #8

22

3N

2E

502199

Fairbanks

Freegold - Fairbanks

15

Crane #1

24

3N

2E

502551

Fairbanks

Freegold - Fairbanks

16

Crane #2

24

3N

2E

502552

Fairbanks

Freegold - Fairbanks

17

Crane #3

24

3N

2E

502553

Fairbanks

Freegold - Fairbanks

18

Crane #4

24

3N

2E

501930

Fairbanks

Freegold - Fairbanks

19

Anticline #1

24

3N

2E

501825

Fairbanks

Freegold - Fairbanks

20

Anticline #2

24

3N

2E

501836

Fairbanks

Freegold - Fairbanks

21

Ruby 3A Fraction

25

3N

1E

515911

Fairbanks

Freegold - Fairbanks

22

Ruby 4A Fraction

25

3N

1E

515912

Fairbanks

Freegold - Fairbanks

23

Ruby 5  Fraction

25

3N

1E

515913

Fairbanks

Freegold - Fairbanks

24

Ruby 6  Fraction

25

3N

1E

515914

Fairbanks

Freegold – Fairbanks

25

Ruby 7  Fraction

25

3N

1E

515915

Fairbanks

Freegold - Fairbanks

26

Ruby 8  Fraction

30

3N

2E

515916

Fairbanks

Freegold - Fairbanks

27

Ruby 9  Fraction

30

3N

2E

515917

Fairbanks

Freegold - Fairbanks

28

Ruby 10 Fraction

30

3N

2E

515918

Fairbanks

Freegold - Fairbanks

29

Ruby 11 Fraction

30

3N

2E

515919

Fairbanks

Freegold - Fairbanks

30

Ruby 12 Fraction

29

3N

2E

515920

Fairbanks

Freegold - Fairbanks

31

Ruby 13 Fraction

29

3N

2E

515921

Fairbanks

Freegold - Fairbanks

32

Ruby 14 Fraction

29

3N

2E

515922

Fairbanks

Freegold - Fairbanks

33

Ruby 15 Fraction

29

3N

2E

515923

Fairbanks

Freegold - Fairbanks

34

Ruby 16 Fraction

28

3N

2E

515924

Fairbanks

Freegold - Fairbanks

35

Ruby 17 Fraction

28

3N

2E

515925

Fairbanks

Freegold - Fairbanks

36

Ruby 18 Fraction

28

3N

2E

515926

Fairbanks

Freegold - Fairbanks

37

Ruby 19 Fraction

28

3N

2E

515927

Fairbanks

Freegold - Fairbanks

38

FRG # 1

31

3N

2E

558129

Fairbanks

Freegold Recovery

39

FRG # 2

31

3N

2E

558130

Fairbanks

Freegold Recovery

40

FRG # 3

31

3N

2E

558131

Fairbanks

Freegold Recovery

41

FRG # 4

31

3N

2E

558132

Fairbanks

Freegold Recovery

42

FRG # 5

32

3N

2E

575592

Fairbanks

Freegold Recovery







43

FRG # 6

32

3N

2E

575593

Fairbanks

Freegold Recovery

44

Erik 1

18

3N

2E

574226

Fairbanks

Freegold Recovery

45

Erik 2

18

3N

2E

574227

Fairbanks

Freegold Recovery

46

Erik 3

18

3N

2E

574228

Fairbanks

Freegold Recovery

47

Kelly 1

27

3N

2E

574122

Fairbanks

Freegold Recovery

48

Kelly 2

27

3N

2E

574123

Fairbanks

Freegold Recovery

49

Kelly 3

27

3N

2E

574124

Fairbanks

Freegold Recovery

50

Kelly 4

27

3N

2E

574125

Fairbanks

Freegold Recovery

51

Kelly 5

27

3N

2E

574126

Fairbanks

Freegold Recovery

52

Kelly 6

27

3N

2E

574127

Fairbanks

Freegold Recovery

53

Starbuck 1

16

3N

3E

574128

Fairbanks

Freegold Recovery

54

Starbuck 2

16

3N

3E

574129

Fairbanks

Freegold Recovery

55

Starbuck 3

16

3N

3E

574130

Fairbanks

Freegold Recovery

56

Starbuck 4

16

3N

3E

574131

Fairbanks

Freegold Recovery

57

Butterfly 1

33

3N

3E

575583

Fairbanks

Freegold Recovery

58

Butterfly 2

33

3N

3E

575584

Fairbanks

Freegold Recovery

59

Butterfly 3

33, 34

3N

3E

575585

Fairbanks

Freegold Recovery

60

Butterfly 4

3, 4

2N

3E

575586

Fairbanks

Freegold Recovery

61

Butterfly 5

3

2N

3E

575587

Fairbanks

Freegold Recovery

62

Butterfly 6

34

3N

3E

575588

Fairbanks

Freegold Recovery

63

Butterfly 7

34

3N

3E

575589

Fairbanks

Freegold Recovery

64

Butterfly 8

33

3N

3E

575590

Fairbanks

Freegold Recovery

65

Eldorado #1

27

3N

1E

575591

Fairbanks

Freegold Recovery

66

Blueberry

21

3N

2E

308497

Fairbanks

Keystone Mines

67

Robin 1

28

3N

2E

308498

Fairbanks

Keystone Mines

68

Robin 2

29

3N

2E

308499

Fairbanks

Keystone Mines

69

Robin 3

29

3N

2E

308500

Fairbanks

Keystone Mines

70

Robin 4

29

3N

2E

308501

Fairbanks

Keystone Mines

71

Robin 5

29

3N

2E

308502

Fairbanks

Keystone Mines

72

Robin 6

30

3N

2E

308503

Fairbanks

Keystone Mines

73

Ing Fraction

22

3N

2E

315014

Fairbanks

Keystone Mines

74

Gene Fraction

22

3N

2E

315015

Fairbanks

Keystone Mines

75

Beta Fraction

22

3N

2E

315016

Fairbanks

Keystone Mines

76

Alpha Fraction

21,22

3N

2E

315017

Fairbanks

Keystone Mines

77

Arnold Fraction

22

3N

2E

315018

Fairbanks

Keystone Mines

78

Alabama

30

3N

2E

F45603

Fairbanks

Keystone Mines

79

Disc. on Bedrock Cr.

24,25

3N

1E

F45604

Fairbanks

Keystone Mines

80

July #1

30

3N

2E

F45605

Fairbanks

Keystone Mines

81

July #2

30

3N

2E

F45606

Fairbanks

Keystone Mines

82

July #3

30

3N

2E

F45607

Fairbanks

Keystone Mines

83

July Frac. #4

30

3N

2E

F45608

Fairbanks

Keystone Mines

84

Liberty Lode #1

30

3N

2E

F45609

Fairbanks

Keystone Mines

85

Liberty Lode #2

30

3N

2E

F45610

Fairbanks

Keystone Mines

86

Liberty Lode #3

30

3N

2E

F45611

Fairbanks

Keystone Mines

87

Millsite Fraction

30

3N

2E

F45612

Fairbanks

Keystone Mines

88

New York Mineral

24,25

3N

1E

F45613

Fairbanks

Keystone Mines







89

No Name

30

3N

2E

F45614

Fairbanks

Keystone Mines

90

#1 Ab. Disc. on Bedrock

30

3N

2E

F45615

Fairbanks

Keystone Mines

91

Snow Drift

19

3N

2E

F45616

Fairbanks

Keystone Mines

92

Texas

19

3N

2E

F45617

Fairbanks

Keystone Mines

93

Wyoming Quartz

30

3N

2E

F45618

Fairbanks

Keystone Mines

94

Wyoming Frac.

25

3N

1E

F45619

Fairbanks

Keystone Mines

95

Button Weezer

27,28

3N

2E

F45620

Fairbanks

Keystone Mines

96

Caribou Frac.

21,28

3N

2E

F45621

Fairbanks

Keystone Mines

97

Caribou #1

21,22

3N

2E

F45622

Fairbanks

Keystone Mines

98

Caribou #2

21,22

3N

2E

F45623

Fairbanks

Keystone Mines

99

Fern

28

3N

2E

F45624

Fairbanks

Keystone Mines

100

Free Gold

21

3N

2E

F45625

Fairbanks

Keystone Mines

101

Henry Ford #1

28

3N

2E

F45626

Fairbanks

Keystone Mines

102

Henry Ford #2

21

3N

2E

F45627

Fairbanks

Keystone Mines

103

Henry Ford #3

28

3N

2E

F45628

Fairbanks

Keystone Mines

104

Henry Ford #4

28

3N

2E

F45629

Fairbanks

Keystone Mines

105

Laughing Water

21

3N

2E

F45630

Fairbanks

Keystone Mines

106

Little Jim

28

3N

2E

F45631

Fairbanks

Keystone Mines

107

Minnie Ha Ha

21

3N

2E

F45632

Fairbanks

Keystone Mines

108

Pennsylvania

21

3N

2E

F45633

Fairbanks

Keystone Mines

109

Ruth Frac.

21

3N

2E

F45634

Fairbanks

Keystone Mines

110

Speculator

28

3N

2E

F45635

Fairbanks

Keystone Mines

111

Wolf Lode

20,21

3N

2E

F45636

Fairbanks

Keystone Mines

112

Bonus

22

3N

2E

F45637

Fairbanks

Keystone Mines

113

Don

15,22

3N

2E

F45638

Fairbanks

Keystone Mines

114

Durando

22

3N

2E

F45639

Fairbanks

Keystone Mines

115

Edythe

15,22

3N

2E

F45640

Fairbanks

Keystone Mines

116

Flying Joe

22

3N

2E

F45641

Fairbanks

Keystone Mines

117

Gold Point

22

3N

2E

F45642

Fairbanks

Keystone Mines

118

Helen S.

23

3N

2E

F45643

Fairbanks

Keystone Mines

119

Hi Yu

23

3N

2E

F45644

Fairbanks

Keystone Mines

120

Hi Yu Millsite

23

3N

2E

F45645

Fairbanks

Keystone Mines

121

Homestake

23

3N

2E

F45646

Fairbanks

Keystone Mines

122

Inez

22

3N

2E

F45647

Fairbanks

Keystone Mines

123

Insurgent #1

23

3N

2E

F45648

Fairbanks

Keystone Mines

124

Insurgent #2

23

3N

2E

F45649

Fairbanks

Keystone Mines

125

Julia

15,22

3N

2E

F45650

Fairbanks

Keystone Mines

126

Jumbo

22

3N

2E

F45651

Fairbanks

Keystone Mines

127

Laura

22

3N

2E

F45652

Fairbanks

Keystone Mines

128

Lillian

23

3N

2E

F45653

Fairbanks

Keystone Mines

129

Long Shin

23

3N

2E

F45654

Fairbanks

Keystone Mines

130

Mame

14,15

3N

2E

F45655

Fairbanks

Keystone Mines

131

Mayflower

22,27

3N

2E

F45656

Fairbanks

Keystone Mines

132

Mohawk

22

3N

2E

F45657

Fairbanks

Keystone Mines

133

#1 Moose Gulch

23

3N

2E

F45658

Fairbanks

Keystone Mines

134

#2 Moose Gulch

23

3N

2E

F45659

Fairbanks

Keystone Mines







135

N.R.A.

15

3N

2E

F45660

Fairbanks

Keystone Mines

136

Nars

22,23

3N

2E

F45661

Fairbanks

Keystone Mines

137

O'Farrel Frac.

23

3N

2E

F45662

Fairbanks

Keystone Mines

138

Ohio

22

3N

2E

F45663

Fairbanks

Keystone Mines

139

Rand

23

3N

2E

F45664

Fairbanks

Keystone Mines

140

Red Top

22

3N

2E

F45665

Fairbanks

Keystone Mines

141

Rob

23

3N

2E

F45666

Fairbanks

Keystone Mines

142

Royalty

15

3N

2E

F45667

Fairbanks

Keystone Mines

143

Santa Clara Frac.

23

3N

2E

F45668

Fairbanks

Keystone Mines

144

Summit

22,23

3N

2E

F45669

Fairbanks

Keystone Mines

145

Sunnyside

22

3N

2E

F45670

Fairbanks

Keystone Mines

146

Teddy R.

23

3N

2E

F45671

Fairbanks

Keystone Mines

147

Yankee Doodle

23

3N

2E

F45672

Fairbanks

Keystone Mines

148

Insurgent #3

14,23

3N

2E

F45673

Fairbanks

Keystone Mines

149

Roy

23

3N

2E

F45674

Fairbanks

Keystone Mines

150

Freegold

19

3N

2E

MS821

Fairbanks

Keystone Mines

151

Colorado

19,30

3N

2E

MS1639

Fairbanks

Keystone Mines

152

California

19,30

3N

2E

MS1639

Fairbanks

Keystone Mines

153

Pauper's Dream

30

3N

2E

MS1639

Fairbanks

Keystone Mines

154

Idaho

30

3N

2E

MS1639

Fairbanks

Keystone Mines

155

Keystone

20,21

3N

2E

MS1607

Fairbanks

Keystone Mines

156

Kawalita

20,21

3N

2E

MS1607

Fairbanks

Keystone Mines

157

Fairbanks

21

3N

2E

MS1607

Fairbanks

Keystone Mines

158

Hope

21

3N

2E

MS1607

Fairbanks

Keystone Mines

159

Willie

21

3N

2E

MS2198

Fairbanks

Keystone Mines

160

Marigold

21,28

3N

2E

MS2198

Fairbanks

Keystone Mines

161

Pioneer

21

3N

2E

MS2198

Fairbanks

Keystone Mines

162

Henry Ford

21,28

3N

2E

MS2198

Fairbanks

Keystone Mines

163

Henry Clay

21

3N

2E

MS2198

Fairbanks

Keystone Mines

164

Willow Creek #1

25,26

T3N

R1E

24963

Fairbanks

Hart, Haskins

165

Willow Creek #2

25

T3N

R1E

24964

Fairbanks

Hart, Haskins

166

Willow Creek #3

25

T3N

R1E

24965

Fairbanks

Hart, Haskins

167

Willow Ck. #1 Placer

25

T3N

R1E

24966

Fairbanks

Hart, Haskins

168

VDH-AMS #1

25

T3N

R1E

344681

Fairbanks

Hart, Haskins, St. AK

169

VDH-AMS #2

25

T3N

R1E

344682

Fairbanks

Hart, Haskins, St. AK

170

VDH-AMS #3

25

T3N

R1E

344683

Fairbanks

Hart, Haskins, St. AK


Accessibility, Climate, Local Resources, Infrastructure and Physiography


The paved Steese Highway transects the Golden Summit property and is connected to state and privately maintained gravel roads allowing easy access to most areas of the property on a year-round basis.


Elevations on the property range from 1,000 feet to over 2,200 feet.  Topography in the area is dominated by low rounded hills dissected by relatively steep walled valleys. Outcrops are scarce except in man-made exposures.  Vegetation consists of a tundra mat that supports sub-arctic vegetation (alder, willow, black spruce, aspen and birch).  A variably thick layer of aeolian silt covers most of the property.  Permafrost is limited to small discontinuous lenses on steep, poorly drained north-facing slopes and has posed no hindrance to past development.  The climate in this portion of Alaska is dominated by 6 to 8 months of sub-freezing temperatures in winter followed by 4 to 6 months of warm summer weather.  Average annual precipitation is 13 inches, mostly as snowfall.




 

A high voltage electrical power line, land telephone lines, and a cellular phone net service the property.  The greater Fairbanks area supports a population of approximately 75,000 and has excellent labor and services infrastructure, including rail and international airport access. Exploration and development costs in the Fairbanks area are at or below those common in the western United States.  


Freegold currently holds two valid Hardrock Exploration Permits on the project. Additional permits for currently anticipated future work are being acquired from the U.S. Bureau of Land Management, Alaska Department of Natural Resources, Alaska Department of Environmental Conservation, and Army Corps of Engineers.


History and Previous Work


Placer or lode gold mining has occurred almost continuously in the Golden Summit project area since gold was discovered in the district in 1902.  Over 9.5 million ounces of placer gold have been recovered from the Fairbanks Mining District, of which 6.75 million ounces have been recovered from streams that drain the Golden Summit project.  In addition, over 506,000 ounces of lode gold were recovered from past producing mines on the Golden Summit project.  More than 80 lode gold occurrences have been documented in the project area.  Recent exploration discoveries in the Tintina Gold Belt have underscored the potential for bulk tonnage and high-grade deposits, both of which are known to exist in the Golden Summit project area


Freegold acquired an interest in the Golden Summit project in mid-1991 and since then has conducted extensive mapping, soil sampling, trenching, rock sampling, geophysical surveys and core, reverse circulation, and rotary air blast drilling on the project .  Over 23,660 feet of trenching have been completed along with 79,716 feet of core and reverse circulation drilling in 219 holes.  A total of 7,729 soil samples have been collected.  A total of 8,189 man-days of work have been completed during 12 separate work programs from 1991 to 2005.  In 2006 four programs totaling 321 man-days of work were completed.  Total expenditures from 1991 through 2005 amount to $7.4 million with an additional $816,600 spent in 2006.


Geological Setting


Regional Geology


Bedrock geology of the Fairbanks Mining District is dominated by a N60-80E trending lithologic and structural trend covering a 30-mile by 15-mile area. The Golden Summit project is situated in lower to middle Paleozoic metavolcanic and metasedimentary rocks of the Cleary sequence and Fairbanks Schist adjacent to a northwest trending thrust fault known as the Chatanika thrust.  

Property Geology


Rocks on the Golden Summit project are folded about earlier northwest and northeast trending - fold axes followed by an open folded N60-80E trending system..  The Upper plate rocks of the Chatanika terrane have been affected by more intense northwest and northeast trending isoclinal and recumbent folding followed by folding along the same N60-80E trending axis which affected lower plate rocks.  Airborne magnetic data in this part of the Fairbanks District indicate the presence of district scale east-west and northeast trending structures which appear to post-date N60-80E folding (DGGS, 1995).  Gold mineralization on the Golden Summit project post-dates regional and district scale folding and is contemporaneous with or slightly younger than district-scale northeast trending structures and plutonic activity.




   

Exploration


Cleary Hill Mine Area


In 1996 Freegold conducted its first drilling directed specifically at high-grade, shear-hosted quartz vein mineralization.  Its initial drilling target was the Cleary Hill mine, the largest historic lode gold producer in the Fairbanks Mining District with estimated production of 281,000 ounces at 1.3 optThe mine last operated in 1942 at which point it was shut down by the War Powers Act. In 1946 several attempts were made to reopen the mine but were unsuccessful due to the lack of working capital, manpower and equipment.   Production from the Cleary Hill was largely derived from the Cleary Hill Vein. This vein strikes N70-80W and has a south dip of 45 to 70 degrees, with the dip varying according to the bedrock host.  Steeper dips are found in more competent rocks and shallower dips are found in the less compentent rock units.   


.    Production from the mine took place over six levels (approx. 400 vertical feet) and consisted of quartz vein-hosted coarse free gold with trace arsenopyrite, pyrite, boulangerite and tetrahedrite.Average thickness of the Cleary Hill high-grade vein was less than 3 feet.


While there has been limited trenching on the surface dating to 1969, there was no surface drilling done at Cleary Hill until Freegold conducted a reverse-circulation drilling program in late 1996..  Drilling indicated at least two vein systems contained +0.5 ounces per ton (opt)  gold over narrow widths below the old underground working.  Minimal drilling was accomplished in the footwall of the high-grade veins.


As a result of the positive results from the reverse circulation program lead to limited core drilling at Cleary Hill in 1997 and 1998. Broad intervals (>100 feet) of lower grade mineralization within the footwall of the higher grade veins were intercepted. None of the previous records indicated this type of mineralization was present at Cleary Hill. This suggested that the Cleary Hill mine may have potential as a bulk tonnage target with zones of lower grade mineralization cut by higher grade veins and may extend to depths in excess of the previous underground mining.     


Following completion of the 1998 drilling, a previously unknown underground drift map was made available to Freegold by a local prospector..  This drift dated to 1939 and extended for over 560 feet south from the hanging wall of the Cleary Hill vein.  The drift map indicated the presence of over 15 gold-bearing veins in an area of the property where no previous exploration drilling had been conducted.  Because both vein-hosted mineralization and low grade disseminated mineralization had been intersected in the Cleary Hill area it was recommended that one or more north-dipping angle holes be drilled through the area to determine if one or both styles of mineralization were present in areas previously untested by drilling.





In mid-2000, Freegold completed a single angle hole to test the above possibilities. A single core hole core hole CHD00-1 was collared south of the Wyoming vein (southern-most vein in the area) and was directed due north at –50 degrees inclination.  The hole was terminated at a depth of 1,000 feet.  The drill core was photographed, quick-logged and obviously mineralized and/or altered intervals were split and assayed (Table 1-1).

 

 

Table 1-1: Significant gold assays, core hole CHD00-1


From

Feet

To

Feet

Thickness

feet

Average gold

grade (gpt)

Average gold

grade (opt)

116

125

9

3.74

0.109

218

282

64

4.90

0.143

Inc. 218

225

7

13.72

0.400

And 225

265

40

5.07

0.148

343

348

5

1.96

0.057

405

410

5

1.81

0.053

520

522

2

86.12

2.513

699.5

705

5.5

1.22

0.035

876.3

878.6

2.3

1.64

0.047

896.4

897.4

1

2.23

0.065

946.4

949.5

3.1

2.25

0.065


Based on data derived from the 1939 drift map, the interval from 218 to 282 feet correlates with a previously unknown shear known now known as the Currey zone.  The Currey zone was intercepted from the footwall in the 1939 drift but was not mined. Given the highly fractured and brecciated nature of the Currey zone in hole CHD00-1 and the fact that the 1939 drift was within the oxide zone in this area, it is possible that the 1939 drift was terminated due to bad ground conditions in the Currey zone.


The strike of the Currey zone in the 1939 drift is N80oE with a 55o south dip.  This strike and dip is consistent with other vein orientations in the Cleary Hill mine area.  Based on these data the 64-foot thick drill intercept in hole CHD00-1 has a true width of approximately 63 feet and projects to the surface approximately 220 feet north of the collar of hole CHD00-1.  Old trenches and prospect pits are common in the area but are caved and overgrown with vegetation so they provide no information regarding previous work on the Currey zone.  Available records do not describe anything like the Currey breccia which suggests it was not mined or explored by previous prospectors or mine operators.


In February 2002 Freegold completed approximately 4.5 line kilometers of capacitive coupled resistivity and very low frequency electromagnetic (VLF-EM) geophysical surveys in the Cleary Hill mine area.  These surveys were designed to better define the structures which host high-grade gold mineralization intersected in drilling conducted by the company in 1996 through 2000.  Known veins and shear zones covered by the capacitive coupled resistivity survey returned resistivity highs suggesting this geophysical tool may be useful in locating high grade structures elsewhere on the project.


In August and September 2002, Freegold completed approximately 1,219 feet of backhoe trenching in 6 trenches in the Cleary Hill mine area.  A total of 292 chip channel and grab samples were collected.  Trenches 1, 2 and 3 were sited on conductive zones outlined by ground geophysics.  Trenches 4, 5 and 6 were sited above prior drilling, the 1939 drift maps and resistivity highs identified by 2002 ground geophysics.


Prior to reclamation activities, the northern end of trench 3 (farthest east trench) was extended to determine the extent of sporadic gold mineralization near its northern end.  This extension exposed additional mineralization including an 18 inch thick quartz vein which contained coarse visible gold..  Gold is hosted in leaf form at the core of a banded gray and white polyphase quartz vein suggesting multiple phases of quartz injection along the controlling structure.  Metallic screen analysis suggestedg nugget effect is not present to any significant degree.  A plot of the location of this vein suggests it could be the eastern extension of the Wackwitz vein which was exposed approximately 400 feet to the west in trench 5 where the shear hosting the vein returned 5 feet grading 0.337 opt (11.5 grams per tonne (gpt)). Mineralization associated with this new vein discovery is open in all directions.




 

In late 2005 Freegold completed 1,270 feet of backhoe trenching in 6 trenches covering a 1,000 foot wide area south of the Cleary Hill Mine. Two district scale shear zones (Dolphin and Anna Mary) intersect in this area (Freeman and others, 1998) and many small-scale historical underground gold mines are hosted along their lengths. The purpose of this program was to extend to the east vein and shear-hosted gold mineralization discovered in 2002 trenching and to test for potentially surface mineable stockwork mineralization at the intersection of the Anna Mary and Dolphin shear zone.


In June of 2006 a trenching program was instituted on the west flank of Cleary Hill, in the area between trenches CU0204-06 through WZ0504, to provide information on the continuity of mineralized structures uncovered in 2002 through 2005.  Trenching was also conducted on the east flank of the hill where it aimed at exposing mineralization that was worked from the historic Beistline shaft area on the southeastern extension of the Cleary Hill vein system.  Preliminary trenching in the Beistline area exposed extensive sericite alteration coupled with oxidized quartz veins.  Trenching was then extended to the west over the crest of the hill to within 360 feet of WZ0506 in an attempt to tie the eastern and western mineralized zones together.  A total of 438 five to ten foot long chip channel samples were collected over 2,295 feet of backhoe trenching in 19 trenchs.  In addition 113 grab samples were collected from prospective veins and shear zones within the trenches.


Based on encouraging results from the June trenching program, a fall trenching and bulk sampling program was initiated in late August. Initial efforts were focused on the Beistline shaft area where a close-spaced chip-channel sample grid was laid over the vein and the immediate hanging wall in the vicinity of BST0603.  This sampling was oriented perpendicular to previous chip channels in order to further define the e gold mineralization and to determine the extent and geometry of lower grade mineralization.  Initial assay results indicated that  gold mineralization in the Beistline shaft area is exposed for 80 feet in BST0603 with widths ranging from 5 feet to 30 feet (Table 1-3).


During this sampling program construction began on a haulage road capable of supporting heavy trucks that were scheduled to haul vein material from the bulk sampling areas to a central processing stockpile.  The road started in the Beistline shaft area and was designed to further expose gold mineralization intercepted in BST0606, 07, 09, and 10.  An area uphill from BST0603 was stripped of overburden and further bedrock chip channel sampling was conducted.  Results indicate that gold mineralization is centered on BST0601 and BST0603 with significant intercepts located uphill and up dip (Table 1-3, BSX9040 & BSX9100). The significance and extent of this previously unknown mineralization is unclear.



 

 

Table1-3: Significant gold assay intervals from Beistline bedrock chip channel sampling

 

Trench  From_ft  To_ft  Interval_ft  CollectType   Au_ppm
BSX0010  -1  4  5  Chip channel  7.330 
BSX0030  10  15  5  Chip channel  8.126 
BSX0030  15  20  5  Chip channel  17.589 
BSX0035  -6  -1  5  Chip channel  15.600 
BSX0035  0  5  5  Chip channel  26.194 
BSX0035  5  10  5  Chip channel  11.314 
BSX0035  15  20  5  Chip channel  14.160 
BSX0040  10  15  5  Chip channel  46.286 
BSX0045  -6  -1  5  Chip channel  14.325 
BSX0045  10  15  5  Chip channel  27.189 
BSX0065  5  10  5  Chip channel  31.097 
BSX0065  10  15  5  Chip channel  12.857 
BSX0070  5  10  5  Chip channel  9.737 
BSX0070  10  15  5  Chip channel  5.451 
BSX0075  5  10  5  Chip channel  7.577 
BSX0075  10  15  5  Chip channel  7.097 
BSX0080  5  10  5  Chip channel  35.246 
BSL9001  30  35  5  Chip channel  13.625 
Uphill           
BSX9040  -83  -78  5  Chip channel  53.925 
BSX9100  -31  -26  5  Chip channel  7.380 


Road-cuts created during construction of the haul road were sampled using 5 foot long chip channels and labeled as trenches GST0601 through 03 and GST0611 through 12.  GST0601 intercepted three distinct new mineralized veins/shear zones between the Wackwitz  - Currey trend (South vein swarm) and the Cleary Hill Mine trend exposed at the north end of BST0610.  Samples collected from the Blue Shear, Red Vein, and D-8 Vein all contain multiple ppm gold.  Both the Red and D-8 veins are south dipping high angle arsenopyrite-quartz veins, while the Blue shear in a south dipping low angle structure defined by Fe oxide-sericite alteration.  The south end of GST0603 crosses the western-most surface exposures of the Currey shear.

 





Based on the exploration success of the current trenching program additional trenches were excavated in order to further define newly discovered mineralization and take full advantage of the exposure created by the haul road construction. GST0615, GST0616, & GST0619 were excavated to follow up on mineralization discovered in GST0601 and to test for an extension of the Currey shear.  All three trenches intercepted significant mineralized intervals (Table 1-4). GST0615 encountered multi-gram gold mineralization in sheared schist with variable sericite, Fe oxide, and graphite(?) alteration.  GST0616 exposed the extension of the Red Vein to the east.  GST0619 exposed a similar shear trend as GST0615.  Trenches MIT0601 & MIT0602 are chip channels collected from road cuts.  Both of these trenches expose new mineralized zones, and the orientation of these zones suggests that there is potential for N-S trending auriferous veins on the Golden Summit property. North south trending gold veins were previously described at the Paupers Dream and Texas prospects, located to the south and north, respectively, of the Cleary Hill vein however no exploration of these two vein systems is known to have occurred since World War II..


Table 1-4: Significant gold assay results from additional fall 2006 trenching


Trench  From_ft  To_ft Interval_ft  CollectType  RockUnit  Au_ppm 
GST0612  35  40  5  Chip channel   Chlorite schist, Quartzite 3.885 
GST0615  20  20  0  Outcrop  Schist, Quartzite  3.030 
  34  34  0  Outcrop  Schist  1.302 
  37  37  0  Outcrop  Schist, Quartzite  1.976 
  40  40  0  Outcrop  Schist, Quartzite  2.815 
GST0619  35  40  5  Chip channel   Chlorite schist, Shear 1.086 
  40  45  5  Chip channel  Shear  1.064 
  58  58  0  Outcrop  Shear  6.100 
  65  70  5  Chip channel  Chlorite schist, Shear  0.943 
  70  75  5  Chip channel  Shear  0.866 
  75  80  5  Chip channel  Shear  1.645 
  80  85  5  Chip channel  Shear, Schist  0.627 
  85  90  5  Chip channel  Shear, Schist  1.787 
  88  88  0  Outcrop  Quartz vein  14.675 
  130  135  5  Chip channel  Chlorite schist  1.670 
  135  140  5  Chip channel  Schist  0.626 
  140  145  5  Chip channel  Shear  1.137 
  143  143  0  Outcrop  Shear  4.595 
MIT0601  0  3  3  Chip channel  Schist, Quartz vein  1.024 
  3  6  3  Chip channel  Quartz vein, Schist  1.087 
  6  9  3  Chip channel  Schist, Quartz vein  0.589 
  9  12  3  Chip channel  Schist, Quartz vein  1.025 
MIT0602  0  5  5  Chip channel  Quartzite  1.086 
  5  10  5  Chip channel  Schist  1.024 
  10  15  5  Chip channel  Quartzite  3.430 
  15  20  5  Chip channel  Schist  0.978 
  20  25  5  Chip channel  Schist  3.980 
  25  30  5  Chip channel  Gouge  4.335 


Previous exploration in the Cleary Hill mine area was aimed at defining high angle south dipping quartz sulfide veins and shear zones similar to those mined in the old underground workings.  The fall 2006 trenching program revealed that there are low angle south dipping mineralized shears, low angle north dipping mineralized shears, high angle south dipping quartz sulfide veins, low angle west dipping mineralized shears, and high angle west dipping mineralized shears, all of which host significant gold grades (+1 ppm) over potentially mineable widths (+1.5 meters).


After completion of the haul road and the fall trenching, a bulk sampling program was initiated to extract up to 10,000 tons of mineralized material from the Beistline and Wackwitz zones in order to characterize the gold mineralization in these areas.  As assay results from the fall trenching became available, the bulk sampling program was modified to incorporate sampling of most of the newly discovered mineralized areas.  Eight areas were selected for excavation: Beistline vein, Wackwitz vein, Alaska vein, Currey shear, D-8 vein, Red vein, Cleary vein, and the Cleary HG vein.  An in-pit geologist directed the excavator operator so that simultaneous excavation and exploration could be conducted.




 

The bulk sample program successfully removed 9,900 tons of material from 8 separate auriferous shears and veins in the Cleary Hill area. This material was trucked to the confluence of Cleary Creek and Wolf Creek where it was stockpiled in preparation for processing in a gravity plant during the summer of 2007. The mineralized material from each of the 8 bulk sample sites was stockpiled separately so that the grade and metallurgical characteristics of each of the sample sites can be determined.  


Based on the encouraging results from the bulk sample program, Freegold initiated a winter drilling program using rotary air blast (RAB) drilling techniques. Initial drilling commenced in the Cleary vein area and extended from MIT0601 through GST0608 and GST0607 and into the footwall of the Cleary vein.  At the end of 2006 the first in a series of three parallel close-spaced drill fences was completed with all samples at the lab awaiting assay.


The vein swarm mineralization outlined by recent trenching and drilling at the Cleary Hill mine is open to expansion at depth and for at least 900 feet in both strike directions.  Structures have shown good continuity of mineralization down dip.  While structural continuity is apparent, continuity of grade is less reliable and may be influenced or controlled by lithologic features, low angle structures, intersecting structures and/or by horizontal or vertical flexures in the vein or shear itself. Previous underground mining has identified multiple  “shoots” which rake 45 degrees northwest along the plane of the vein or shear Additional trenching and drilling along strike will be required to determine the cause, periodicity (if any) and average tonnage of these mineralized shoots. The 2006 bulk sampling program also has indicated the presence of extensive areas of lower grade (1 to 5 ppm) gold mineralization hosted in discrete shear zones (Currey shear) as well as in haloes adjacent to higher grade vein systems (Beistline, Cleary HG veins).  


Figure 1-2 provides an overview map of the location of the haul road, the bulk sampling areas, the first fence of holes of the RAB drill program, along with select trench and grab assays in the area of the Cleary Hill Mine.


Figure 1-2:  Map of Cleary Hill Area, including the South Vein Swarm and the Cleary Hill Eastern Extension

[propertiessection005.jpg]





Newsboy Mine Area


Similar to the Cleary Hill vein swarm, the Newsboy mine area is located along the Dolphin trend, a district scale northeast trending structure which passes through and may control mineralization at the Dolphin intrusive and in the Cleary Hill mine area.  The Newsboy mine was the fourth-largest historic lode gold producer in the Fairbanks district. It produced approximately 35,000 ounces of gold at an average grade of 1.0 opt prior to World War II and has not mined since that time.  All of the Newsboy’s previous production came from above the 350 foot level of the mine.  Two old unregistered maps are all that remains of the subsurface mine records from the Newsboy. Previous production was derived from a northeast striking, steeply north dipping vein with mining widths reaching up to 14 feet thick near the shaft on the 115 foot level.  Stockwork veins apparently were more common at Newsboy than discrete single quartz veins and gold mineralization was present in sulfide-bearing country rock which hosted the shear zones.  Post-mineral cross-faults clearly plagued previous mine operators and present a significant challenge to future exploration.


In 1995 a 1,113 foot core hole was drilled by Placer Dome for Freegold.  This hole intercepted 20 feet grading 0.066 opt gold (2.27 gpt) from 180 to 200 feet but the projected Newsboy shear at 622 to 683 feet was weakly mineralized (< 100 ppb Au).


In 1998 Freegold completed a diamond core hole (CKR9801) approximately 900 feet to the west of the Newsboy shaft (Freeman and others, 1998).  This hole was cited on a 400 ppb gold in soil anomaly and intercepted 10 feet grading 0.096 opt gold from 5 to 15 feet and 10 feet grading 0.064 opt gold from 80 to 90 feet.  The relationship between this mineralization and similar low-grade disseminated mineralization exposed at the collar of the now-caved Newsboy shaft is unknown.


Saddle Zone, American Eagle Mine Area


The American Eagle mine is situated in the south-central portion of the Golden Summit project. Past production of approximately 60,000 ounces grading 1.6 opt gold came primarily from within 500 feet of the main shaft (shaft bottom at 270 feet) and primarily north of the shaft collar.  The American Eagle vein strikes N80W and dips steeply southwest. The northern extension of the American Eagle vein is known as the Kawalita vein and northern-most extent of the American Eagle vein is known as the Christina vein. Together the south-dipping American Eagle – Kawalita – Christina vein system extends for over 6,000 feet along strike.  Alaska Gold’s predecessor company, Fairbanks Exploration, mined the property from 1938 to 1942 and maintained it in standby mode from 1942 to 1952.  Placid Oil drilled a number of holes in the American Eagle area in the period 1978-1994 drill core recovery was poor in the shears and veins.





Drilling by previous investigators has intercepted 6 separate shear zones over a strike length of 1,800 feet and a combined width (perpendicular to strike) of 1,500 feet (Freeman, 1991). Trenching suggests the total strike of the Saddle zone is at least 3,500 feet with a maximum width of 2,500 feet. Mineralization has been encountered in drilling and trenching over a vertical distance of 650 feet.  Mineralization remains open in all directions.  Freegold recently acquired and scanned a large number of stope maps, plan maps and cross-sections from the American Eagle and McCarty mines.  These records were generated by the FE Company between 1938 and 1952 and were donated to Freegold by John Reeves, owner of the old FE Company records.  Like the historic Cleary Hill mine records, the American Eagle and McCarty records could prove valuable in guiding exploration in the Saddle zone.


Tolovana Area


The Tolovana prospect is located on the divide between Bedrock and Willow Creeks, both north draining tributaries of upper Cleary Creek. Previous mining was conducted at the Tolovana mine, a small underground producer from which 5,000 of gold were extracted prior to World War II from high angle quartz veins hosted in intensely sericite altered lower plate rocks of the Fairbanks Schist. Although drilling had been conducted in 1994-1996 and 1998 on the Dolphin intrusive prospect located immediately south of the Tolovana mine, no significant exploration of the Tolovana vein system had been conducted until trenching and drilling were completed in 2004.


A total of 1,790 feet of backhoe trenching was completed at the Tolovana prospect in August 2004.  Trenches were mapped and samples were collected on 5-foot centers and returned significant gold values hosted in both schist and intrusive rocks.  Grab samples were collected to identify, more specifically, the mode of gold occurrences.  The majority of gold values occurred in primarily in discrete quartz veins.  Structures hosting gold mineralization strike generally east-west and dip moderately to steeply to the south, an observation in agreement with measurements taken during historic underground mining operations on the former Tolovana mine.


Trenching results were followed up with a 7 hole, 3,584 foot diamond drill program in October 2004. This Phase 1 drill program covered targets along a 1,800 foot strike length of the Tolovana prospect. Three of the holes were designed to target a series of vein and breccia-hosted gold targets exposed in trenches excavated and sampled in August.  In addition, two additional holes were designed to evaluate previously encountered reverse circulation drilling results from intrusive rocks of the Dolphin stock which returned 50.7 grams per tonne gold over 10 feet (Freeman and others, 1996) and to target the previously undrilled and untrenched western extension of the Tolovana vein where no recent work has been conducted but where gold-bearing veins were mined from the Parenteau adit in the early 1930's.


The 2004 drill results from Tolovana suggest that gold mineralization hosted in metamorphic rocks is concentrated on the eastern side of the veins system (Holes 1 and 2 in Table 1-6) while mineralization on the central and western portions of the prospect are closely associated with or hosted by mid-Cretaceous granodiorite of the Dolphin stock. Mineralization at Dolphin remains open to the southwest and at depth. Mineralization along the Tolovana vein system remains open at depth and along strike, particularly to the east where the intersection of the Tolovana and Cleary Hill veins should occur. This intersection zone has never been explored in modern times and was not exposed by historic surface or underground workings.






Table 1-6: Significant gold assay results from the 2004 drill program at Tolovana


Drill Hole

From_ft

To_ft

Interval_ft

Au_g/t

RockUnit

TLD0401

236

251

15

2.94

Micaceous Qtzt

TLD0401

281

286

5

2.91

Hornfels, Qtz vein

TLD0401

301

306

5

19.15

Hornfels

TLD0401

319.5

330

10.5

2.71

Hornfels

TLD0401

472.5

473.5

1

17.85

Qtz vein, Sericite Qtzt

TLD0402

198

199

1

7.58

Sericite Qtzt

TLD0402

201

204

3

2.90

Sericite Qtzt, Qtz vein

TLD0402

215

216

1

4.32

Micaceous Qtzt

TLD0402

293.5

303

9.5

1.40

Breccia

TLD0402

331

336

5

2.16

Micaceous Qtzt

TLD0402

367.5

381

13.5

1.78

Hornfels

TLD0402

411

415.5

4.5

10.62

Qtz vein

TLD0402

475

479

4

3.73

Sericite Qtzt

TLD0403

264

281

17

2.93

Qtz vein, Breccia

TLD0404

351

391

40

3.03

Granodiorite, Tonalite

TLD0404

426

485.5

59.5

1.66

Granodiorite, Breccia

TLD0404

541

543

2

3.38

Granodiorite, Breccia

TLD0405

429

431

2

2.08

Qtz vein, Chlorite schist

TLD0406

326

331

5

2.51

Granodiorite

TLD0407

221

225.5

4.5

2.05

Qtz vein, Breccia

TLD0407

414

415.5

1.5

2.24

Quartz-mica schist


Trenching and drilling results indicate an extensive hydrothermal system is present on the Tolovana prospect.  Gold mineralization remains open along strike and to depth.  Stockwork vein mineralization is known within the granodiorite intrusive, immediately south of the Tolovana Vein where previous drilling intersected high-grade gold values.  However, the extent of this intrusive hosted stockwork mineralization is unknown and its relationship to shear and vein hosted high-grade gold mineralization in metamorphic rocks on the Tolovana prospect is uncertain. Limited information form historic reacords also suggest that other subparallel shear zones and veins exist to the north of the surface exposures of the Tolovana vein system. Given recent discoveries in the Cleary Hill mine area, additional exploration of the lands north of the Tolovana mine is warranted (see Recommendations).


The majority of the work on the Golden Summit property was carried out under the supervision of  Michael Gross, VP Exploration for Freegold Ventures. Geological work was supervised by Curtis Freeman, of Avalon Development Inc. The geophysical survey was conducted by Peter E. Walcott & Associates Limited. The data obtained in conjunction with all the work performed is considered to be reliable.


Mineralization


Over 63,000 strike feet of mineralized shear zones have been identified within and immediately adjacent to the Golden Summit project.The major historic lode gold mines of the Golden Summit project derived their production primarily from northwest and northeast trending high angle, low sulfide, gold-polymetallic quartz veins and shear zones which transect what is now thought to be the mixed upper plate - lower plate rock package at Golden Summit.


The majority of the mineralized shear zones on the eastern end of the project trend N60-80W and dip steeply to the southwest.  Shear zones on the western end of the project area predominantly trend N60-80E and dip steeply north.  Shear zones in the central portion of the project (centered on the Cleary Hill mine) trend closer to east-west and appear to mark a transition zone from primarily northwest trending, south dipping shears to the east to primarily northeast trending, north dipping shears to the west. In addition, exploration activities conducted by Freegold have identified previously unrecognized shear zones trending N30-50W and due north-south..  These shear zones possess significantly different metal suites than N80W and N60E trending shears.  These shear zone geometries and their distribution may represent sympathetic structures generated by regional scale shear couples related to Tertiary (post 55 Ma) motion of the Tintina and Denali faults.




 

Drilling


Drilling completed on the Golden Summit project includes 79,716 feet of core, reverse circulation, and rotary air blast drilling in 219 holes.  Drilling was conducted by third-party contractors in 1992, 1994-98, 2000, 2003, 2004, and 2006 and consisted of diamond core drilling, down-hole hammer reverse circulation drilling and rotary air blast drilling.  All drilling conducted during these programs was managed by Avalon Development and was conducted by independent drilling contractors.  Reverse circulation samples consisted of one-eighth splits of each 5-foot interval.  All core samples were sawed one-half splits of variable length depending on visible geological criteria.  Rotary air blast samples (from 3.5 inch diameter holes) consist of full return from 3 foot sample intervals.  Reclamation and hole plugging have been completed for all of the drilling done on the Golden Summit project between 1992 and 2006.  Reclamation work remains at the Cleary Hill and Tolovana prospects however current permits allow these sites to remain open for additional exploration through the end of 2011.


A detailed description of the drill programs completed by the Company is provided in the Exploration section of this Form 20F.


Sampling and Analysis


Rock, soil and drill sampling methods and procedures utilized in 1992 through 2006 followed then-currently established industry guidelines for this level of mineral exploration work.  All reverse circulation and rotary air blast samples were quick-logged on-site by an experienced geologist and later detail logged using representative chip samples from each 5 or 3 foot interval.  All core samples were logged at Avalon’s secure warehouse facility, marked for assay, photographed and then sawed with one-half of the core sample retained for future use while the other half was sent to a commercial laboratory for analysis.


Since 1997 all rock and soil geochemical samples collected were described in the field and located using hand-held global positioning system (GPS) methods.  Data from each sample was then entered into a digital GIS-database for later interpretation.  Channel samples collected on the project were collected along the trench floor or rib using a rock pick and chisel as required.  Channel sampling using a power saw was attempted but abandoned due to the heavy weathering and penetrative cleavage of metamorphic rocks on the project, both of which made such sampling difficult and potentially unreliable.


Sample duplicates were inserted into drill sample strings in 1996 on a one for 10 basis.  Blanks and a small number of standards were introduced into sample streams in 1997-98 while blanks were inserted into rock and drill samples on a 1 for 25 basis in 2000 and 2002 through 2006.  Sample blanks consisted of Browns Hill Quarry basalt, an unmineralized Quaternary basalt flow from the Fairbanks Mining District, Alaska.  Extensive previous analysis of this same blank rock type has given Avalon a large geochemical database for use on a comparative basis.  Analyses of variance performed on samples analyzed by Bondar-Clegg and Chemex indicate no unacceptable sample results in the blanks submitted.  Samples containing coarse gold may present repeatability problems due to nugget effect which future exploration needs to consider.




 

Commercially prepared standards containing 0.044 and 0.0729 opt (1.5 and 2.5 gpt) gold were introduced on a 1 to 50 basis during 2005.  Analyses of variance performed on samples analyzed by ALS Chemex indicate no unacceptable sample results in the standards submitted.  Commercial standards containing 0.0018 opt (0.627 ppm), 0.0747 opt (2.56 ppm), 0.130 opt (4.46 ppm), or 0.330 opt (11.33 ppm) gold were included in sample streams for 2006 at a rate of 1 per 25 for rock and channel samples and 1 per rotary air blast drill hole (approx. 1 per 17-25 samples). No unacceptable analysis results were returned for these standards from either ALS Chemex or Alaska Assay Labs.


Since 1992 all samples collected from the Golden Summit project were transported by Avalon Development employees directly from the field to Avalon’s secure warehouse in Fairbanks.  Avalon personnel checked each sample shipment to insure that samples in hand agreed with sample totals in field notebook.  Once the integrity of each sample shipment was established the samples were picked up by representatives of an independent analytical laboratory (Bondar Clegg, ALS Chemex or Alaska Assay) for analytical processing.


Security of Samples


All samples collected on the Golden Summit project were retained at Avalon’s secure warehouse facility in Fairbanks until picked up by representatives Alaska Assay, ALS Chemex or Bondar Clegg.  Sample preparations procedures varied over time and between the three facilities however, analytical work consisted of gold by fire assay with atomic absorption or gravimetric finish plus a variable multi-element suite analyzed by inductively coupled plasma emission spectroscopy (ICP) methods.  Prior to 2001 all ICP samples were prepared using two acid digestion procedures.  Sampling conducted in 2001 through 2006 used four acid digestion procedures. Sample pulps for all samples collected from 1996 to 2004 and after September 2006 have been retained at Avalon Development’s Fairbanks warehouse facility.  Sample pulps for 2005 were retained by Freegold at their Vancouver office. Sample rejects from 2005 and 2006 are stored at Avalon Development's facilities in Fairbanks.


Mineral Resource Estimates


There currently are no mineral resources on the Golden Summit project that comply with the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by CIM Council on August 20, 2000.


Adjacent Properties


The Golden Summit is surrounded by over a dozen small to moderate size properties owned by small companies and individuals.  Several of these properties contain old mines and known-gold-bearing prospects (Freeman, 1992).  Several of these properties were leased to Freegold during the period 1992 to 2005 but were returned to their respective owners during that period and no longer are part of the Golden Summit project.  While some of these properties contain mineralization that is similar to that known to exist on the Golden Summit project, a discussion of these prospects is outside the scope of this summary.  





 

Mineral Processing and Metallurgical Testing


Prior to early 2007 Freegold had completed no metallurgical or petrographic analyses on samples from the Cleary Hill or Tolovana prospects. Metallic screen analyses were conducted on selected samples of the Cleary Hill mine drill samples in 2003 and 2004.  Metallic screen analyses were conducted on high grade samples from the 2002 Cleary Hill trenching program and from 60 channel and 21 high grade grab samples from the 2005 Cleary Hill trenching program.  This work indicated that below about 1 gpt gold, standard –150 mesh fire assay results are nearly identical to weighted average metallic screen assay results suggesting nugget effect is not present to any significant degree in lower grade samples.  However, as overall sample grades increase, metallic screen analyses display an increasing disparity between standard fire assay grades and weighted average metallic screen fire assay results.  These results suggest a significant nugget effect can be expected in higher grade samples, particularly those with coarse visible gold.  


In January 2007 Freegold submitted approximately 600 pounds of run-of-mine material from the 2006 bulk sample pits to McClelland Labs of Reno, Nevada for acid base accounting tests.  These tests will be used to determine the acid generating capacity of the mineralized material in the bulk sample stockpiles, a regulatory requirement of the Alaska Department of Conservation for solid waste disposal permits that will be required prior to commencement of sample processing in the summer of 2007. Results of these tests were not available at the time this summary was completed.


Exploration Recommendations

Although several areas of the Golden Summit project merit future exploration effort, the initial near term (5-year) focus of exploration at Golden Summit will be the western half of the project area. Results from this portion of the project will help guide work on the eastern half the property. Based on preliminary field, laboratory and literature studies completed to date, the following recommendations for future work on the western Golden Summit project are warranted (Table 1-7):


Cleary Hill: Previous mining and more recent exploration work conducted by Freegold at Cleary Hill mine suggest the presence of a series of high grade veins with good down-dip potential. Trenching and bulk sampling conducted in 2006 revealed several new high grade veins between the Cleary Hill vein on the north and the Currey shear on the south. Although the exact head grade and recovered grade for gold in the bulk sample stockpiles will not be known until at least mid-July, 2007, trench, bulk sample and limited RAB drilling have indicated that both high grade and bulk tonnage targets at Cleary Hill are open to expansion along strike and at depth. A five-year permit has been submitted to State and Federal regulatory authorities that will allow Freegold to conduct extensive additional trenching, core or rotary drilling and bulk sampling in the Cleary Hill mine area. The program would include quarterly water sampling programs that would establish a baseline water quality database for the entire upper Cleary Creek drainage. Recommendations for work in 2007 include backhoe and dozer trenching in the Currey shear, Wackwitz vein, Beistline vein and Cleary HG vein and possibly along the Wyoming and Colorado veins and in the unexplored footwall of Cleary Hill vein. Extensive close-spaced RAB drilling is recommended for one or more of these areas to determine the viability of an area prior to bulk sampling. Hole spacing should be designed to insure that the average vein dip of 60-65 degrees will be intercepted in at least two adjacent holes, thereby insuring that a reliable dip can be determined n a given mineralized structure. Hole depths should range from 50 to 75 feet, depending on hole density and spacing. Pending receipt of encouraging results, bulk sampling should be conducted in the Currey shear, Wackwitz vein and the area between the 2006 Beistline pit and the Cleary HG vein pit. If all phases of this 3-phase exploration program are completed in 2007, the estimated cost is approximately $2,500,000.





Tolovana: Significant grade and thickness mineralization was intercepted in the 2004 trenching and drilling programs. The intrusive portion of the drilling looks promising from the standpoint of strongly altered structures and constitutes a separate target from the shear zones and veins hosted in the metasediments. A RAB drilling program is recommended for 2007 as a cost effective way of intercepting multiple veins and shears along the most prospective portions of the Tolovana vein system. This drilling should be conducted in the winter months to take advantage of easier access and more stable drilling conditions. A minimum 5,000 feet of closely spaced RAB drilling should be completed with an all-in cost of $175,000 ($35 per foot). Pending receipt of encouraging results from the RAB drilling, additional backhoe or dozer trenching, geochemical sampling and bulk sampling should be conducted over the Tolovana vein system. This work should be conducted in the late summer and fall to take advantage of the warmer weather for trenching and geochemical sampling and the post-freeze-up weather for bulk sampling and heavy haulage. The estimated cost is approximately $750,000. In addition, previously unassayed core intervals from Phase 1 2004 drilling should be split and sent for assay. Estimated cost for this part of the program is $15,000.


Newsboy: All of the Newsboy’s previous production came from above the 350 foot level of the mine. Two old unregistered maps are all that remains of the subsurface mine records from the Newsboy. Previous production of approximately 40,000 ounces of +1 opt material was mined from a northeast striking, steeply north dipping vein with mining widths reaching up to 14 feet thick near the shaft on the 115 foot level. Stockwork veins apparently were more common at Newsboy than discrete single quartz veins and gold mineralization was present in sulfide-bearing country rock which hosted the shear zones. Post-mineral cross-faults clearly plagued previous mine operators and present a significant challenge to future exploration. Because of our limited knowledge of the structural setting at Newsboy, a three stage exploration program is recommended. Initial work should include compilation of all surface and subsurface records for the Newsboy area. This GIS database will assist in targeting subsequent ground geophysics an drilling. The estimated cost of this work is $25,000. Once the GIS database is compiled, ground geophysics (NSAMT or CSAMT?) capable of defining structural details to at least 1,000 feet below surface should be conducted. Limited resistivity surveys over the Cleary Hill area suggest resistivity highs are associated with significant vein systems. In addition, previously flown airborne geophysics could be used to help model major lithologic or structural locks in the Newsboy area. Combined airborne geophysical re-interpretation and follow-up ground geophysics is budgeted at $30,000. Once these data are evaluation, RAB drilling over the known mineralized strike length of the Newsboy vein should be conducted. Drilling should be managed in a similar fashion as on the Cleary Hill and Tolovana prospects. A minimum 5,000 feet of closely spaced RAB drilling should be completed with an all-in cost of $175,000 ($35 per foot). In addition, a six-hole, 6,000 foot diamond drill program is recommended to explore below the 350 level of the mine on three 2-hole fences. This program will be expedited by the fact that, unlike the Cleary Hill or Tolovana veins, the Newsboy vein dips to the north and topography drops off in the same direction thereby making it less expensive to test deeper levels of the vein system. Down-hole wedging also should be considered as a cost-effective alternative to drilling all six holes from surface. Total estimated drilling phase cost is $450,000 ($75 per foot).


Table 1-7: Summary of recommended exploration priorities, Golden Summit project


Activity

Budget (US$)

Comments

Cleary Hill trenching & bulk sampling

2,500,000

Currey, Beistline, Wackwitz

Re-assay phase 1 Tolovana core

15,000

Stored in Fairbanks

Tolovana RAB Drilling

175,000

5,000 feet

Tolovana Trenching and Bulk sampling

750,000

Tolovana, Dolphin

Newsboy GIS compilation

25,000

Data in Fairbanks

Ground geophysics, Newsboy

30,000

NSAMT, CSAMT

Newsboy RAB drilling

175,000

5,000 feet

Newsboy Core Drilling

450,000

6,000 feet, core

Total Cost

$4,120,000

 





2.

Almaden Property – Idaho, USA


Property Description and Location


By agreement dated 13 December 1995 and various amendments, the Company purchased a 60% interest in certain mineral claims located in Washington County, Idaho, known as the Almaden Property. As consideration, the Company paid US$250,000 to underlying optionors, issued 4,621,714 common shares and completed a feasibility study.


Pursuant to the Company submitting a feasibility report, the Company entered into a joint venture agreement whereby 60% of all further costs spent on the property was the responsibility of the Company. The joint venture assumed the requirements to pay US$250,000 to underlying optionors (paid), US$4 per month for each acre acquired (approximately US$10,000 per year [paid to date]) and US$24,000 per year (US$6,000 annually [paid to date] with the remaining US$18,000 deferred for payment upon commencement of commercial production). The US$18,000 annual contingent liability has not been recorded in these financial statements due to the uncertainty of going into commercial production. This accumulated contingent liability for lease payments due on commencement of commercial production is US$450,000.


By agreement dated 17 April 2001, the Company acquired the remaining 40% portion of the joint venture interest and 100% of the shares of Ican Minerals, Inc. and Canu Resources, Inc. for 500,000 shares of the Company (issued). The Company now owns a 100% interest in the Almaden Property, subject to underlying lease agreements.  The property is subject to a production royalty of 4% of net returns and a 1% NSR if the average price of gold is less than US$425 per ounce and 2% if the average price of gold is equal to or greater than US$425 per ounce.


The following text where italicized is excerpted from a Report entitled Executive Summary Report for the Almaden Gold Property, Washington County, Idaho by Avalon Development Corporation and J. D. Graham & Associates Ltd dated March 15th, 2006 filed on SEDAR. All references noted within the text can be found in the references section of this report.




[propertiessection006.jpg][propertiessection007.jpg]

Figure 2-1: Location of Almaden Property, Washington County, Idaho



The Almaden mining property is located approximately 13 miles east of Weiser, the county seat of Washington County, in western Idaho (Figure 2-1). The property is situated at the crest and on the western side of Nutmeg Mountain, a prominent topographic high in the area. The property consists of twelve patented lode claims and 141 unpatented lode claims, as well as leased private land, in sections 28, 29, 32, and 33, Township 11 North, Range 3 West, sections 4, 5, 6, 7, and 8, Township 10 North, Range 3 West. Mineral rights to the various claims and fee ground cover a total of approximately 2,980 acres, or 1,242 hectares.


The 12 patented claims at Almaden are the Sly Park 2 – 5, Missouri, Ibex, Red Rose, Sandstone, Weiser, Rimrock, and Weiser Cove No 1. They are leased from H. Davies and are known as the Davies Mining Lease.  The unpatented claims are the IA #1 - #87 group, located in 1979 by Homestake Mining Co., the CR #1 – #15, #18 - #21, #26 - #27, and #29 - #39 group located by Canu Resources in 1986, and the AG #1 - #22 group acquired from Almaden Gold Inc. in 1997. These groups consist of 141 unpatented mining claims.


Private property under lease from Chrestesen amounts to approximately 240 acres, and from H.& D. Davies is approximately 40 acres and the 12 patented claims.


Mineral rights in this part of Idaho are administered by the US Bureau of Land Management (federal claims).  Annual rents of US$125 per claim are due and payable by August 31 of each year for unpatented federal mining claims. Total 2006-2007 rents due for federal claims total US$17,625.  Claim rentals are paid in lieu of annual labor for unpatented federal claims. All claims and leases on the Almaden project currently are in good standing. There currently are no unusual social, political or environmental encumbrances to mining on the project.  Other than the 12 patented mining claims and private leased lands, both of which have been surveyed, the claims




of the Almaden project have not been surveyed by a registered land or mineral surveyor and there is no State or federal law or regulation requiring such surveying.  Survey plats for all patented mining claims are open to public inspection at the Bureau of Land Management. Permits for future work will be acquired from the US Bureau of Land Management and the State of Idaho on an as-needed basis.


Figure 2-2: Location of Almaden mineralized zones and drill hole locations


[propertiessection009.gif][propertiessection011.gif]

Freegold Ventures, 2007 after WGM, (1997)


Accessibility, Climate, Local Resources, Infrastructure and Physiography


Located 13 miles east of Weiser, Almaden is reached by a well-maintained paved county road that terminates within 2 miles of the property and by then by good quality all-season gravel road.


Elevations on the project range from 2,600 feet on the west side of the property to 3,733 feet at the top of Nutmeg Mountain. Hillsides are moderate to steep. Vegetation consists of various rangeland grasses and scattered areas of sagebrush. Average annual precipitation is 13 inches, which is primarily snow in the winter months. Winters in this part of Idaho are cold while summers are hot and dry. The average temperature in January is 36.6 degrees F, and the average high in July is 92.7 degrees. Evaporation rates normally exceed precipitation rates.





There are no sources of surface water available in the immediate project area. WGM (1997) reported that the three possible sources of surface water were present in the Almaden project are two irrigation reservoirs located 5.5 and 11 miles from the site, and the Weiser River, which has a possible diversion site located approximately 3.5 miles from the property. No wells capable of producing sufficient water for a mining operation are known to exist in the immediate area however no previous operator has attempted to drill a well of sufficient capacity to provide water for a mining operation.


Electrical power for the site would be available from Idaho Power. Previous mercury mining operations at Almaden, which ran intermittently from 1939 to 1972, derived its power from the Idaho Power commercial grid. Given the small size of the former mining operation, the utility lines and right of way corridor it utilized would be insufficient size for a larger scale mining operation. The closest Idaho Power high voltage power transmission lines are 6 miles to the east of the Almaden site and consist of the 230 kilovolt lines which run from the Brownlee Power Plant in the Hells Canyon Complex to a substation located in Ontario, Oregon.


Freegold is unaware of any immediate environmental concerns or potential liabilities associated with historical mining on the property. Areas of former mining activity have been left undisturbed by Freegold.  Any future development and commercial production would fully address both potential environmental and liability concerns if required.


In October 2005 Environmental Data Resources Inc. (EDR) completed a database search of potential environmental hazards in the Weiser, Idaho area (EDR, 2005).The resulting EDR-Site Report was derived from the search of over 4 million government records from more than 600 federal, state and local environmental databases. Because of its past mercury production and current inactive status, the Almaden mine was identified in the CERCLIS-NFRAP (Comprehensive Environmental Response, Compensation, and Liability Information System – No Further Remedial Action Planned) database administered by the US Environmental Protection agency. The original CERCLIS database contains data on potentially hazardous waste sites that have been reported to the EPA by states, municipalities, private companies and private persons, pursuant to Section 103 of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). CERCLIS contains sites which are either proposed for addition to or already on the National Priorities List (NPL) and sites which are in the screening and assessment phase for possible inclusion on the NPL. As of February 1995, CERCLIS sites designated "No Further Remedial Action Planned" (NFRAP) have been removed from CERCLIS. NFRAP sites, such as the Almaden mine area, may be sites where, following an initial investigation, no contamination was found, contamination was removed quickly without the need for the site to be placed on the NPL, or the contamination was not serious enough to require Federal Superfund action or NPL consideration. EPA has removed approximately 25,000 CERCLIS sites from their databases to lift the unintended barriers to the redevelopment of these properties and has archived them as historical records so EPA does not needlessly repeat the investigations in the future. This policy change is part of the EPA’s Brownfields Redevelopment Program to help cities, states, private investors and affected citizens to promote economic redevelopment of otherwise unproductive urban sites.


History and Previous Work


The Almaden (or Osa Anna) mine on Nutmeg Mountain was originally a mercury mine. Cinnabar was first discovered at Nutmeg Mountain in 1936 and production began on May 17th, 1939. A 50 ton per day reduction plant operated until December 1942. ... During this period the mine produced 3,958 flasks of mercury, at a recovered grade of 6.27 pounds per ton (0.31%). The property was returned to the original owners in 1942. Subsequently, small, high-grade cinnabar occurrences were found on the northern part of the crest of Nutmeg Mountain and explored as late as 1953.




 

Mercury mineralization at Almaden cropped out at the surface and was mined in a broad open cut which eventually reached a length of 270 feet and a width of 135 feet. Maximum depth was 30 feet. Exploration was by shallow shafts and drill holes. Mining went underground to follow irregular zones too deep to mine by open cut methods. Although one shaft went to 165 feet in a fault, most of the workings were at a maximum depth of 30 feet.


In 1954 Rare Metals Corporation of America leased the property and began to  explore through its subsidiary, El Paso Gas and Oil Company. The mercury mine was shutdown from 1942 until September 20, 1955 when production was resumed with what was reported to be the world’s largest single rotary kiln. In 1957, the mine produced 2,200 flasks of mercury but in 1959 the US government removed the US$225 per 76-pound flask floor price and mercury mines all over the United States began to shut down. The production rate at the Almaden mine slowly decreased and a temporary shut down occurred in December 1961 when the price of mercury dropped to US$183 per flask. Mining resumed in 1965 when the mercury production reached 100 flasks per month and in February 1966 by-product pozzolan, a silica-iron-aluminum compound that occurs naturally at Almaden and which lends several beneficial characteristics to cement during and after it’s cure period. Mercury Mining continued until March 1972. Although reports from 1938 mentioned gold grades of 0.01 to 0.02 ounces per ton, there are no records of gold production from the Almaden mine.


In the interval from the closing of the mine in World War Two to the late 1990’s two properties emerged. The Davies Property consists of 12 patented mining claims totaling 240 acres (100 hectares) and the Chrestesen Property of approximately 240 acres of fee land.


Following discovery and development of the McLaughlin gold deposit in California in the mid-1970’s, Homestake Mining Company instituted a program to investigate hot springs with mercury occurrences as indicators of systems capable of containing gold.


During the period 1980 through 1995, a total of 651 rotary holes (127,690 feet, both RC and conventional rotary) and 26 core holes (6,180 feet) were completed on the main Almaden project area by Homestake, Freeport, Hycroft, Western States, Ican, and Amax Gold. In addition, Ican completed 7,545 feet of reverse circulation drilling in 39 holes and 1,171 feet of diamond core drilling in 4 holes in the Stinking Water basin area on the north side of the project and an additional 2,514 feet of reverse circulation drilling in 12 holes in the Cove Creek area on the south side of the project


Table 2-6: Distribution of hole depths on the main Almaden project area, 1980 – 1995


Depth

0 - 99’

100–199’

200-299’

300-399’

400-499’

500-599’

600-699’

700-799’

# holes

43

264

294

42

17

13

1

3







Table 2-1: Significant gold assay intercepts in drill holes from the Cove Creek and Stinking Water zones


Hole #

From (ft)

To (ft)

Thickness (ft)

Au opt

CC-8

120

160

40

0.038

SW-1

30

60

30

0.041

SW-10

20

120

100

0.024

SW-12

80

150

70

0.043

SW-13

100

237

137

0.048

SW-17

20

60

40

0.026

SW-2

60

203

143

0.025

SW-30

50

110

60

0.022

SW-4

70

100

30

0.027

SW-40

90.5

225.3

134.8

0.065

Including

90.5

147

56.5

0.116

And

100.3

112.6

12.3

0.336

SW-43

96

143

47

0.030


From 1980 through 1997, metallurgical testing has been carried out by several companies and the data collected by these operators includes 24,033 fire assays, 10,051 cyanide-soluble (HCL assays) assays, 214 bottle roll leach tests, and 188 column leach tests on drill cuttings, crushed drill core and blasted bulk surface material.


Geological Setting


Regional Geology


The Almaden property is at the edge of the Columbia Plateau. The Columbia Plateau is a a geologic province characterized by a thick succession of extrusive basalts which cover northeast Oregon, southeast Washington, and parts of western Idaho. Most of the rocks at the surface in the region are of the Columbia River Basalt group of Miocene age.. The Almaden property is on Nutmeg Mountain, which occupies the axis of a northwest trending anticline which forms an erosional window through the Columbia River Basalts. Nutmeg Mountain owes its topographic prominence to the hydrothermal silicification of Miocene sandstones that stratigraphically underlie the basalt.


Property Geology


Almaden is underlain by sediments commonly assigned to the mid Tertiary Payette Formation. In the project area, the rock types include arkosic sandstones with lesser amounts of shale and mudstones. The mudstones are generally not silicified or mineralized and contain only minor amounts of pyrite. The main host for silicification and mineralization is the sandstone.


There are five lithologic units at Almaden: mudstone, sandstone, opalite, hydrothermal (silica) breccia and soil (alluvium).


The sandstone units on Nutmeg Mountain are cut by a series of northwest and north-northeast trending faults. Gold grade thickness contour maps indicate gold mineralization is strongly correlativewith northwest structures in the Main zone while more sporadic gold mineralization in the North zone appears to be controlled by north-northeast structures. The strongest grade-thickness intervals (5-6 ft-oz) correspond to zones where the northwest and north northeast structure intersect.





 

Exploration


In 1995 Freegold acquired an option on the property. In 1996 and 1997 Freegold completed additional metallurgical test-work on pre-existing core samples, and completed 10 large diameter (4”) core holes and the 7 blast pits in the North and Main zones, both of which were utilized for bulk sampling purposes. This work culminated in a preliminary feasibility study that was completed by Watts, Griffis, and McOuat (WGM) in 1997.


Prior to the completion of the 1997 feasibility study, the price of gold began a 5-year decline that rendered the economics of mining at Almaden unattractive to Freegold and to the mining industry as a whole. During the period 1998 through 2004 Freegold sought joint venture assistance to develop the property but was not successful. Total expenditures on the project during this period were limited to federal rental payments and property lease payments.


In December 2004 Freegold completed evaluations of several mining properties in northern Nevada, including hot springs occurrences in the Northern Nevada Rift. As a result of these evaluations, the potential for high-grade feeder zone mineralization was recognized as an unexplored possibility at Almaden and efforts were made to interest potential joint venture partners to pursue this exploration model.


Additional evaluations completed in 2005 and early 2006 resulted in the commencement of a 34,000-foot drill program in July 2006.  This program will provide additional data for completion of a new, updated resource estimate on the property by June 2007.  Initial drilling will focus on increasing the resource at depth, along the eastern and western margins of the deposit and in the south, where the deposit remains open


A preliminary review of the WGM Feasibility Report by Hatch Ltd. determined that the previous metallurgical testing on the project did not adequately determine the optimal crush size for the project. The WGM Feasibility Study recommended sending – 6” run of mine (ROM) material to the heap leach pad.  Freegold has engaged McClelland Laboratories of Reno, NV to test the leach characteristics of 5 different crush sizes in order to determine optimal crush sizes to improve recoveries and potentially enhance overall project economics.  Six large diameter (PQ) core holes  (Holes C-37-C42) were drilled and 3 small test pits were blasted to obtain ROM material to augment the large diameter core for metallurgical testing purposes.


Initial diamond drill results were reported in early October 2006.  The first hole, C-37, was located to not only provide representative material for the metallurgical testing but also to provide a preliminary test of the deeper gold mineralization beneath the 200 foot deep pit contemplated by the feasibility study.  The hole was drilled to a depth of 540 feet and encountered gold mineralization which averaged 0.021 oz/t (which is equivalent to the current resource grade) over 500 feet.  A 100-foot interval (from 35-135”) graded 0.037 oz/t, and a 130 foot interval graded 0.029 oz/t (from 235-365’).  Holes C-38 and C-39, drilled at the western edge of the known mineralized area, generated lower grade and lower recovery material for the metallurgical test program.  Hole C-40 returned 0.024 oz/t over the first 210 feet and included 155 feet (from 15-170’) grading 0.030 oz/t.  Hole C-41 was drilled in the north-east extension of the Main Zone and averaged 0.014 oz/t to a depth of 175 feet.  Assays returned values the same as or slightly higher than the cut off grade used in the previous 43-101 resource calculation (0.011 oz/t) to a depth of 270 feet. The final metallurgical test hole, C-42, was drilled in the middle of the North Zone, where the 1997 WGM pit was designed to a depth of 140-feet.  Hole C-42 averaged 0.016 oz/t over its entire 225 foot length with the top 150 feet averaging 0.021 oz/t.


 




To increase knowledge of both the geology and the gold distribution, a series of drill holes (mostly core) are being systematically drilled in parallel, east-west, fences across the known mineralized area.  Starting in the Main Zone near the south end of the deposit, 6 core and 2 RC holes were drilled in a fence along grid 37,800N which is 100 feet north of Hole C-37.  These holes were designed to expand mineralization at depth and on both the east and west margins of the deposit, to generate additional geological information, including the definition of a major north-south feeder structure recently mapped through the central portion of the Main Zone and decrease hole spacing to improve resource quality.  Holes in this fence plus other recently drilled fences to the north have intersected this main feeder structure over a known minimum strike length of the 2,000 feet, and the structure has been determined to dip 65-degrees to the west.  Assays from the 8 reported holes on line 37,800N indicate that mineralization in the hanging wall of the main feeder structure is significantly higher grade than in the corresponding footwall zone with mineralization encountered near the feeder structure up to 300 feet below previously identified mineralization.


Assay results for holes C47, C46, C45, C43, RC708, C44, C44-A, and RC707 moving from east to west across the southern portion of the Main Zone (Table 2-2, Figure 2-3).  


Figure 2-3: Map showing location of drill holes along 37,800 N and 38,500N


[propertiessection012.jpg]


Apart from Hole C44-A, which dips 60 degrees to the east, all of the holes were vertically oriented to test the flat lying mineralization.  Significant assay intervals from these 8 holes include:




Table 2-2:  Significant gold assay intervals from drill fence on Section 37,800 N


Hole Number

From (foot)

To (foot)

Thickness (feet)

Gold Grade (oz/ton)

Comments

C47

100

215

115

0.009

western extremity of mineralization, outside the 1997 pit design

C46

65

115

50

0.011

100' east of the western edge of the 1997 pit, in previously designated waste blocks

C45

65

145

80

0.013

200' east of the western edge of the 1997 pit, still in previously designated waste blocks

C43

30

150

120

0.014

starting to get into higher grade hanging wall zone -- grade exceeds that of surrounding holes

RC708

10

415

405

0.020

within the higher grade portion of the hanging wall zone -- mineralization extends 200 feet below previously designed pit bottom.

including

20

160

140

0.030

 

including

230

320

90

0.023

 

C44

0

200

200

0.023

within hanging wall mineralization -- main feeder structure encountered at a depth of 200 feet

Including

20

130

110

0.032

 

C44-A

0

205

205

0.027

within hanging wall mineralization - 60 degree E dip, encountered main feeder structure at a depth of 140 feet

including

0

115

115

0.037

 

RC707

10

310

300

0.021

within hanging wall mineralization -- main feeder structure encountered at 130 feet.  Mineralization within the footwall extends 100 feet below the 1997 pit bottom

including

25

130

105

0.045

 


The 5 reported holes drilled south of grid 37,800N in the southern portion of the Main Zone to test for possible depth extensions in the hanging wall of the main feeder structure and as infill drilling all successfully encountered resource grades at nearly double the cutoff grade used in the 2006 43-101 report, with good widths of resource grade material extending up to 215 feet below the average depth of previous drilling (Table 2-3).  Hole 654, the southern most hole drilled to this depth, encountered resource-grade mineralization to its full vertical depth of 350 feet indicating that mineralization remains open to depth and along strike to the south.


Table 2-3:  Significant gold assay intervals of holes drilled in the southern part of the Main Zone


Hole

Number

Azimuth/

Angle

From

(foot)

To

(foot)

Thickness

(feet)

Gold Grade

(oz/ton)

Comments

664

90/-60

20

265

245

0.027

Crossed main fault into footwall at roughly 260 feet.

including

 

20

130

110

0.050

 

659

90/-70

20

120

100

0.025

Lost hole at 120 feet.  0.032  oz/ton average for bottom 60 feet.

including

 

65

120

60

0.032

 

656

90/-45

65

375

310

0.016

Confirms depth and grade of mineralization

including

 

155

285

130

0.025

 

654A

90/-45

40

415

375

0.020

Crossed main fault in he footwall between 430 and to 450 feet.

including

 

80

130

50

0.051

 

including

 

150

255

105

0.031

 

654

vertical

15

350

335

0.019

Hole ended in mineralization above cut-off grade

including

 

125

180

55

0.040

 

including

 

265

300

35

0.045

 





Four holes (C-48, 668, 662, and 660) were drilled to test the eastern and western extent of the gold mineralization within the southern part of the Main Zone.  While these holes did not encounter any new zones of mineralization, they did confirm that certain areas previously designated as waste in the 1997 pit design contain areas of mineralization that is expected to be above the internal cut-off of the pit.  Some of these significant intersections include:  Hole C-48: 0 to 155 feet @ 0.007 oz/ton, hole 668: 115 to 260 feet @ 0.004 oz/ton, hole 662: 45 to 345 feet @ 0.008 oz/ton, including 70 to 85 feet @ 0.036 oz/ton, and hole 660: 190 to 240 feet @ 0.013 oz/ton.


A fence of nine holes (Table 2-4) were drilled across grid line 38,500 N which is 700 feet north of the grid line 37,800N where the first fence was drilled (Figure 2-3). These holes display a profile similar to that along grid line 37,800 N. Holes in grid line 38,500N confirmed the strike and 65-degree westerly dip of the main N-S feeder structure.  The drilling also revealed the presence of a second and possibly a third fault splaying off the N-S feeder structure to the northwest, and dipping to the southwest.  Similar to results in grid line 37,500N, holes along grid line 38,500N also display higher-grade mineralization in the hangingwall of the identified faults and lower grade mineralization in the footwall rocks, with the grade of mineralization improving as footwall rocks from one fault become the hangingwall rocks for another fault further to the east.  From west to east across section 38,500 N, assays are reported below for holes 711, 710, 712, C-49, 709, C-51, C-52, C-53 and C-54.  Significant assay intervals from these 9 holes include:


Table 2-4:  Significant gold assay intervals from drill fence on Section 38,500 N

Hole

Number

From

(foot)

To

(foot)

Thickness

(feet)

Gold Grade

(oz/ton)


Comments

711

50

140

90

0.015

Hole lost at 170 feet with no samples below 140 feet.

710

30

225

195

0.030

High-grade mineralization continues to the fault at roughly 230 feet.

712

20

150

130

0.039

Hole lost at 150 feet.  Last 5 foot intercept assayed 0.05 oz/ton

including

55

150

95

0.049

 

C-49

30

235

210

0.028

Twin of hole 712 with excellent correlation

including

60

135

75

0.049

 

709

95

400

305

0.017

Resource grade material for 200 feet below previous drilling.

including

180

285

105

0.032

 

C-51

10

450

440

0.016

Nearly resource grade for 250 feet below previous drilling.  Crosses main NS fault at roughly 460 feet.

C-50

45

240

200

0.018

Crosses main NS fault at roughly 240 feet.

including

125

185

60

0.034

 

C-52

70

150

80

0.015

In footwall of NS fault.  In-fills and confirms grade.

C-53

30

225

195

0.011

Slightly better than surrounding holes.

C-54

65

115

50

0.008

Essentially limits deposit to the east.


In addition one vertical hole (C-63, Table 2-5) drilled in the northwest corner of the Main Zone has identified an unexpected fault and breccia zone extending from near surface to 570 feet where the zone is cut off by a fault.   The drill hole identified a new splay structure striking northwest which contains a 540-foot interval grading 0.015, the thickest interval of mineralization seen to date   From 620 to 630 feet a 10-foot thick zone of 0.025 oz/ton mineralization was also found.  The significance of the deeper mineralization in this area is still unknown.  Additional drilling is in progress to identify the strike and dip of this fault which will help identify additional targets that may be tested in the future for deeper bonanza-grade gold mineralization in the feeder zones.






Table 2-5:  Significant gold assay intervals from Hole C-63


Hole

Number

From

(foot)

To

(foot)

Thickness

(feet)

Gold Grade

(oz/ton)


Comments

C-63

30

570

540

0.015

Longest mineralized interval drilled to date.  Crossed a fault at 570 feet

including

30

50

20

0.027

 

including

115

195

80

0.025

 

including

490

540

50

0.024

Good grades of mineralization ending 30 feet above fault.

 

620

630

10

0.025

Deepest resource-grade mineralization located to date.



In total, 82 holes totaling 29,199 feet (38 core (13,681 feet) and 44 RC (15,518 feet)) have been drilled since the program commenced last summer.  Drilling is expected to continue until the end of April 2007.  Following the receipt of final assay results from the new drilling, a new 43-101 resource estimate will be compiled, incorporating data from with data from the previous 677 drill holes used by WGM in the 1997 Feasibility Study.  The new and updated resource estimate will be completed by Mine Development Associates of Reno and is expected to be completed by the end of June 2007.


Mineralization


Unless otherwise cited, the following discussion of the mineralization present at Almaden has been derived from WGM (1997).


Gold mineralization at Almaden occurs in two well defined zones, referred to as the Main and North zones. The majority of the mineralization is in the Main zone. Gold mineralization takes the form of a tabular mineralized zone underlain by steeply dipping feeder veins. Mineralization is capped by a silica sinter. The sinter is composed of opalite which appears to predate the mineralization and may have acted as an impermeable capping unit during hydrothermal aleteration and mineralization, which is something that is commonly found in hot springs systems. . While limited information is available regarding depth extent of gold-silver mineralization in the Main zone, a set of N60°W trending, steeply dipping veins are exposed at the North zone on the ridge face west of the old mercury open pit. These veins may represent feeder structures for North zone mineralization.


The host rock below the silica cap is an arkosic sandstone.

The mineralization in the Main zone occurs over a length of approximately 3,600 feet and a width ranging from 460 to 1,700 feet. The vertical thickness ranges from 10 to 490 feet and the average is approximately 150 feet. In the North zone, the mineralization occurs for a length of 1,400 feet, a width of 600 to 800 feet and a thickness of 20 to 170 feet, with an estimated average thickness of 90 feet.




Drilling


For discussion on the current drilling program (2006), see the Exploration Section of this AIF.


Sampling and Analysis


With the exception of drilling efforts by Amax Gold and drilling and blasting of surface pits by Freegold, details relating to sampling methods and sampling protocols utilized by the various companies that have conducted exploration at Almaden are not available to the authors. Digital drill logs and copies of analytical assay certificates confirm that reverse circulation drill holes were sampled on consistent 5 foot intervals while core hole sampling was less regular and more dependent on rock lithology, mineralization and alteration.


Details relating to sampling verification protocols utilized by Homestake, Freeport, Hycroft, Western States are not available to the author. Much of the hard copy original material that may have contained data relating to this aspect of the work at Almaden was lost over time (K. Walcott, oral comm., 2005).


As part of the resource estimation process conducted by WGM (1997), the first 5-10 assays in the digital database from 47 holes, or about 5% of the holes, were checked against the original assay reports.  Although a number of errors were noted, most of these “errors” were differences of 1-2 digits in the 3rd significant figure of a given analytical result. WGM (1997) ascribed these errors to rounding procedures and concluded that none of the errors noted in their verification process were significant.


In December 2005 the senior author randomly checked 483 samples from the Almaden digital database against scanned copies of analytical certificates retained by Freegold. Verification of reported gold assay grade and drill hole intervals were completed on each sample selected from the database. A total of 472 samples (97.7%) had correct analytical and drill footage data in the digital database currently being used for the Almaden project. Four digital sample results checked retained the correct drill hole number and interval but had an incorrect gold value entered in the digital database. The remaining seven incorrect samples in the database displayed both incorrect drill hole number and interval and an incorrect gold value. Several of the errors can be explained by rounding of certificate data in the database. The only significant error was found in hole 196 where gold values from four non-contiguous sample intervals were omitted in the digital database. These samples returned values ranging from 0.011 to 0.034 opt. Based on the above verification tests, the Almaden digital database is sufficiently accurate for the purposes for which it is being used.


Following completion of the mineral resource estimate that is summarized in this report, Freegold extracted 31 sets of “twin” drill holes from the Almaden drill hole database. These 31 sets of data included 25 drill hole sets where both holes were RC holes and 6 drill hole sets where one hole was RC and the other core. Holes that qualify as twin sets include holes whose spacing is less than 10 meters, a separation distance arbitrarily selected by the authors.   As was true of the sample comparison conducted by Bechtel (Ashley, 1986) and WGM (1997) the twin hole comparison completed by the authors indicated that, in general, the higher the gold value the less well correlated were the two corresponding intervals in the twin holes.  In some holes grade variability was significant at lower detection limits however this variability may be more related to lower detection limit accuracy and repeatability within the analytical equipment.  Grade variability between holes is likely a function of high angle controls for breccia and vein hosted mineralization which cross-cuts earlier flat-lying sandstone unit. This combination of early, lithologic controls and later high angle breccia and vein controls is likely to introduce significant variability between drill holes since a set of twin holes are unlikely to have intercepted the same high and low-angle mineralization.  





A Qualified Person as defined by National Instrument 43-101 is supervising the sampling of the drill core and RC samples during the current 2006 program.  The sampling method and approach are as described as follows:


During the drilling program, geological personnel visit the core drill at regular intervals, observing and overseeing the performance of the drill crews in the drilling, recovery, handling, boxing and labeling of the drill core.  Boxed drill core is delivered to the Freegold’s secure storage facility in Weiser, Idaho at the end of each working shift or when a drill hole is completed.  The drill core is then laid out in sequence inside Freegold’s storage and logging facility.  Drill core is photographed and visually logged before sampling.  Descriptions of lithology, alteration, mineralization, veining structure and beddings and any other pertinent data are entered on drill log forms, using coded entries as appropriate.  Graphic drawings of the core are included on the drill log.  The sample intervals are marked on the core and recorded in the drill logs with a unique number.  Samples are cut in sequence using a Target Model 2051 core saw. Core is split by a trained sample splitter in accordance instructions from the core logging geologist and is supervised by a Qualified Person as defined b y National Instrument 43-101.  Samples are placed in uniquely labeled heavy poly sample bags.  Sample blanks, standards and duplicates are inserted into the sample strings at this stage and represent, at a minimum, 10% of the sample string.  The samples are then placed in labeled rice bags for shipment to ALS Chemex in Winnemucca, NV. The samples are stored in the secure Freegold storage facility until picked up by Chemex for transport to Winnemucca.  Sample preparation is conducted at the Winnemucca laboratory and one split of the pulp are shipped to Reno for gold analysis by fire assay and cyanide solubility.  The second pulp split is sent to the Vancouver laboratory for multi-element analysis by ICP.


A geologist is present at all times during RC drilling to supervise the drillers in their collection of the RC samples, to insure that sample bags are properly numbered, to log samples and to insure that all drilling and sample collection is completed in accordance with industry standards.  RC samples are visually logged, noting lithology, alteration, color and such other characteristics as may be visible.  Drill conditions are also recorded in the RC drill log.  Sample intervals (5 feet) and the corresponding unique sample number are also recorded.  Unique sample numbers for duplicates, blanks and standards are also recorded.  RC samples are transported to Freegold’s secure storage facility where duplicates, blanks and standards are inserted in the sample string and then the samples are stored until picked up by Chemex for transportation to it’s Winnemucca laboratory.  Handling and analysis by Chemex is similar to that for the drill core described above.


Security of Samples


Details relating to sampling preparation methods, analytical techniques and sample security protocols utilized by Homestake, Freeport, Hycroft, and Western States are not available to the authors. Much of the hard copy original material that may have contained data relating to this aspect of the work at Almaden has been lost over time (K. Walcott, oral comm., 2005). Limited data on sample preparation and analytical techniques are preserved in digital files that were scanned and included in the 1997 preliminary feasibility study (WGM, 1997) however, these data relate primarily to composite drill interval samples, selected metallurgical samples and other smaller beneficiation tests rather than the bulk of the drill hole geochemistry. Data relating to sample security measures employed by Ican Minerals are not available to the authors.





Reverse circulation drill samples submitted by Amax Gold were picked up at the Almaden drill sites by representatives of Bondar Clegg Ltd. Preparation and analyses for RC samples was by Bondar Clegg Ltd. No extraordinary sample security program was utilized by Amax (J. Wood, oral comm., 2005). Diamond drill core was transported each day in 2-4 foot lengths to a nearby logging and splitting facility in Weiser, Idaho. Once core logging was completed the core was driven by Amax representatives to McClelland Laboratory's metallurgical facility in Reno, Nevada. Portions of the core were sent to Barringer Lab’s Reno facility where warm cyanide test tube analyses were completed on potentially mineralized intervals.


During the 2006 drill program, all samples were delivered daily by the drill contractor to Freegold’s secure storage and logging facility in Weiser Idaho. Samples are then sawed and split in accordance with the procedures outlined in Sampling and Analysis.  Samples are then picked up by ALS Chemex’s Winnemucca laboratory and transported in bins to Winnemucca for preparation.  Access to the samples are restricted to Freegold’s personnel employed on the project.


Mineral Resource Estimates


The following mineral resource estimate was compiled by J. D. Graham, P. Eng., the junior author of the report using parameters derived from existing data on the Almaden project. The author is a principal in the consulting firm of J. D. Graham & Associates Ltd. which prepared this report under a consulting contract with Freegold.


Mineral Resource Estimation Methodology: The following resource estimate was calculated using version 5.0k of the Surpac Vision suite of computer programs. The author has relied on digital assay records from the WGM (1997) database. These records have been verified as described under Data Verification. The primary source data was a file containing 6,612 composites (5,494 in the Main Zone and 1,118 in the North Zone). These composites represent drill hole assays averaged into 20-foot vertical intervals, with a common reference elevation. The resulting averaged assays are termed composite assays or composites. The computer generated composites were spot checked by the author using Excel spreadsheet calculations of composite grades for an angle hole and a vertical hole. The junior author conducted a number of block grade interpolation trials to determine composite selection distances and weighting that would yield satisfactory block grade estimates. In this process the audit debug output from the interpolation program was compared to manual plots of composite locations. The checks verified that the computer programs were performing as anticipated.


The resources estimated in this report are contained in a three dimensional model similar in orientation and block size to the WGM (1997) model, consisting of blocks measuring 40 by 40 feet in plan and 20 feet high in the vertical dimension. The previous used terminology that divided the deposit into North and Main mineralized zones was retained.


In the development of the final resource model, grades were first calculated using inverse distance interpolation. Previous resource estimates by WGM utilized a search radius of 300 feet in the horizontal direction while calculations completed by Bechtel and R.E. Gray used 200 feet.  The author’s analysis of the variograms developed by WGM (1997) and a series of trial grade calculations resulted in interpolation parameters that differed from those used by WGM. The composite search used in the present study was ellipsoidal, with the major axis of 170 feet, oriented at 337 degrees. It is unclear why WGM did not orient their search along this trend, considering that WGM noted that the mineralized zone was oriented in a northwest direction and that the variograms showed the longest range in this direction. The present search, being less than the 300 foot WGM search and the 200 foot search used by Bechtel and R. E. Gray, has resulted in a more conservative resource estimate than the historical figures.




 

Block grades were calculated using the square of inverse distance. The northeast southwest component of distance was multiplied by a factor of 1.2 before being squared, to reflect the anisotropic nature of grade distribution noted in the variograms. Original gold assay values were not cut because of the low incidence of higher grade values in the drill database.


Geological Controls: The present resource estimate recognizes the need to apply geological controls to the limits of mineralization. The most comprehensive available source of geology was a set of 6 east west cross-sections showing rock type, alteration and gold content above 0.01 opt. The sections vary in spacing from 400 to 1,100 feet. These cross-sections, supplied by Freegold, are dated November 1993 and bear the name of Amax Gold Inc. These sections were considered adequate for use as geological control sections for the resource estimates.

 

The Amax cross-sections depict faulting, lithologies and mineralization at >0.01 opt cut off and indicate that gold mineralization often follows certain favorable lithologies. A number of primarily vertical faults are shown. In several areas the 0.01 opt gold mineralization is interpreted as terminating against high angle faults suggesting either post-mineral motion along these faults and/or these faults were present prior to mineralization and acted as impermeable barriers to gold-bearing hydrothermal fluids.


The following procedure was used to insure that the block model conformed to the geological constraints illustrated in the Amax sections. Vertical check sections were drawn through the block model at 200 foot intervals. In the Main Zone, the orientation of the check sections was 067 degrees, which is perpendicular to the orientation of the Main mineralized zone and the major search axis. The North Zone has a north – south trend so the check sections in this zone were oriented east – west. Displayed on the sections were the interpolated blocks lying on section, assays from drill holes within ±50 feet of the section and the Amax 0.01 opt gold outer boundary. Only the Amax outlines within ±200 feet of the section were shown on a particular section. The North zone has a north-south trend so the check sections in this zone were oriented east–west.


Generally there was good correlation between the interpolated blocks and the Amax mineralization outlines. Each check section was examined to detect any interpolated blocks that were not compatible with the Amax outlines. In most cases of discrepancy, particularly in the Main zone, the interpolated grades did not extend as far from the drill holes as the Amax 0.01 opt gold boundaries. In this case grade blocks were not added to the model. In other areas the block grades extended beyond the Amax 0.01 opt gold boundaries. These blocks are termed “outliers”. The outlier blocks were further examined on drawings showing the interpolated blocks in plan view (a block plan map was prepared for each 20 foot level on which the sections showed outliers). Certain outlier blocks were removed from the model. The decision to remove outliers or not was based on 1) the presence or absence of a drill hole(s) in the area of the outlier blocks; 2) the pattern of drill holes in the area; and 3) the composite value from the drill holes near the outlier. One such area where outliers were not removed was near holes 331, 464, 101, 278 and 276.. These holes show consistent drill hole values above 0.01 opt gold in an area Amax did not identify as having values above 0.01 opt gold. It is not known why Amax did not extend their 0.01 opt line into this area.



In applying the geological constraints described above, blocks removed in the Main zone represented approximately 400,000 tons while blocks removed from the North zone totaled approximately 200,000 tons.


Specific Gravity: WGM (1997) calculated densities for 11 lithologic and structural units drawn from 100 samples of drill core within the Almaden deposit. The density determinations ranged from 12 to 13 cubic feet per ton. The outlines of lithologic and structural units used by WGM were not available to the authors. Furthermore, the record of the densities assigned to the individual blocks could be found and there is no record of a weighed average density for the deposit. Because of these limitations, the present tonnage estimates used the lowest of the reported densities, 13 cubic feet per ton, for all resource blocks.


Cutoff: In 1997 WGM completed a Feasibility Study on the project which provided a reasonable economic return using 1997 economics, as Freegold has not undertaken a review of the project economics to date, the  0.011 opt was chosen based on the previous WGM economics.  This cut off should be reviewed following preliminary examination of the resource using more current precious metal prices, recovery estimates and operating costs and adjusted if necessary. As a measure of tonnage sensitivity to grade, Table 2-9 reports tons and grades at cutoffsof, 0.010 and 0.012 opt.


Mineral Resource Estimate: The following mineral resource estimate for the Almaden deposit is in compliance with the definitions given in National Instrument 43-101 and the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines adopted by CIM Council on August 20, 2000, as amended.


In the Main zone, blocks were included in the indicated mineral resource classification if they lay within a rectangular solid having north and south walls within ±300 feet of an Amax cross-section, measured perpendicular to section, and having east and west walls defined by the ends of the Amax sections. Blocks outside this range were classed as inferred mineral resources. In the North zone the Amax control sections show a higher proportion of thin mineralized beds and correspondingly a lower proportion of thick volumes of continuous mineralization. Because of this less reliable distribution of mineralization the selection distance for indicated mineral resources in the North zone was reduced to ±250 feet of the Amax sections. Blocks outside of this range and/or beyond the end of the Amax sections were classified as inferred mineral resources.


In the Main zone only isolated blocks or groups of blocks assigned a grade by interpolation occur below the 3,100-foot elevation. The paucity of tonnage at lower elevations is due in large part to the limited drilling below this elevation. The Amax control sections also bottom at 3,100 feet elevation. Considering both the lack of drilling and the absence of geological control, mineral resources were not reported below the 3,100 foot elevation.


Based on a cutoff grade of 0.011 opt gold the Almaden deposit contains indicated mineral resources of 22,526,000 tons grading 0.021 opt gold in the Main zone and 2,252,000 tons grading 0.019 opt gold in the North zone (Tables 2-7 and 2-8). Using the same cutoff grade, the Almaden deposit also contains inferred mineral resources of 16,337,000 tons grading 0.018 opt gold in the Main zone and 3,652,000 tons grading 0.018 opt gold in the North zone (Tables 2-7 and 2-8). Total indicated resources for the deposit equal 24,778,000 tons grading 0.021 opt gold. Total inferred resources for the deposit equal 19,989,000 tons grading 0.018 opt gold.




Table 2-7: Indicated mineral resources for the Almaden deposit, 0.011 opt cutoff


 

Main

 Zone

Main

 Zone

Elevation

Interval (ft)

Tons, 1000’s

Opt Au

Tons, 1000’s

Opt Au

3700-3720

118

0.017

81

0.019

3680-3700

224

0.019

246

0.022

3660-3680

295

0.021

357

0.024

3640-3660

354

0.021

386

0.023

3620-3640

433

0.019

421

0.02

3600-3620

509

0.017

330

0.016

3580-3600

598

0.016

234

0.014

3560-3580

568

0.014

103

0.012

3540-3560

659

0.017

74

0.013

3520-3540

847

0.02

20

0.014

3500-3520

1,043

0.023

 

 

3480-3500

1,371

0.024

 

 

3460-3480

1,501

0.026

 

 

3440-3460

1,563

0.026

 

 

3420-3440

1,506

0.025

 

 

3400-3420

1,555

0.023

 

 

3380-3400

1,538

0.022

 

 

3360-3380

1,452

0.021

 

 

3340-3360

1,403

0.02

 

 

3320-3340

1,334

0.019

 

 

3300-3320

1,117

0.017

 

 

3280-3300

792

0.016

 

 

3260-3280

640

0.015

 

 

3240-3260

487

0.014

 

 

3220-3240

303

0.013

 

 

3200-3220

116

0.015

 

 

3180-3200

52

0.013

 

 

3160-3180

25

0.013

 

 

3140-3160

57

0.012

 

 

3120-3140

39

0.013

 

 

3100-3120

27

0.012

 

 

Zone Totals

22,526

0.021

2,252

0.019

Total Indicated

24,778

0.021

 

 


Indicated Mineral Resource:

An ‘Indicated Mineral Resource’ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.


Cautionary Note to US Investors concerning estimates of and Indicated Resources:

This section uses the terms “indicated resources”. We advise US investors while those terms are recognized and required by Canadian regulations, the US Securities and Exchange Commission does not recognize them. US investors are cautioned not to assume that any part of all mineral deposits in these categories will ever be converted into reserves.




Table 2-8: Inferred mineral resources for the Almaden deposit, 0.011 opt cutoff


 

Main

 Zone

Main

 Zone

Elevation

Interval (ft)

Tons, 1000’s

Opt Au

Tons, 1000’s

Opt Au

3700-3720

30

0.015

 

 

3680-3700

170

0.017

357

0.023

3660-3680

359

0.018

448

0.021

3640-3660

546

0.02

416

0.021

3620-3640

635

0.019

431

0.019

3600-3620

664

0.017

389

0.018

3580-3600

632

0.015

340

0.015

3560-3580

487

0.014

202

0.013

3540-3560

440

0.016

103

0.013

3520-3540

443

0.018

42

0.015

3500-3520

490

0.018

 

 

3480-3500

578

0.019

 

 

3460-3480

647

0.021

 

 

3440-3460

773

0.022

Northwest Zone

3420-3440

906

0.022

 

 

3400-3420

965

0.023

20

0.016

3380-3400

1,006

0.022

49

0.015

3360-3380

1,021

0.02

94

0.014

3340-3360

1,075

0.018

123

0.019

3320-3340

1,098

0.016

150

0.019

3300-3320

851

0.016

162

0.018

3280-3300

620

0.016

148

0.017

3260-3280

445

0.016

118

0.015

3240-3260

281

0.015

57

0.014

3220-3240

258

0.015

5

0.011

3200-3220

194

0.015

 

 

3180-3200

162

0.015

 

 

3160-3180

113

0.015

 

 

3140-3160

167

0.015

 

 

3120-3140

170

0.015

 

 

3100-3120

108

0.015

 

 


Zone Totals

16,337

0.018

3,652


0.018


Total Inferred

19,989

0.018

 

 


Inferred Mineral Resource:

An ‘Inferred Mineral Resource’ is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.


Cautionary Note to US Investors concerning estimates of Inferred Resources:

This section uses the terms “inferred resources”. We advise US investors while those terms are recognized and required by Canadian regulations, the US Securities and Exchange Commission does not recognize it. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or prefeasibility studies, except in rare cases.  US investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable.




 


Discussion of the Inferred Mineral Resource: The central sections of the Main and North zones and to a lesser extent the Northwest mineralized zones of the Almaden deposit have been drilled on close spacing. In the Main zone 45% of the interpolated blocks have a composite within 50 feet of the block center and 88% of the interpolated blocks have a composite within 100 feet of the block centre. In the North zone 39% of the interpolated blocks have a composite within 50 feet of the block center and 87% of the interpolated blocks have a composite within 100 feet of the block center. Despite the higher drill density in this part of the deposit, the limited geological controls available to guide grade interpolation prevented categorizing mineralization in the Measured category.


There is a gap in the tonnage table between elevations 3540 and 3400 of the North mineralized zone. This gap exists because holes collared on the ridge in the central section of this zone extended no deeper than 3540 elevation. Also, holes located on the western side of this zone were collared at elevations of 3400 and lower.


Material Affect of Non Geoscientific Factors: Non geoscientific factors such as environmental, permitting, legal, title, taxation, socio-economic, marketing, and political issues can affect the estimate of mineral resources. In the case of a Mineral Resource under the current CIM standards, there must be reasonable prospects for economic extraction. In the author’s opinion, none of the non-geoscientific factors that may impact the Almaden deposit rule out the prospects for economic extraction from the deposit.


Material Affect of Technical Factors: Numerous geoscientific factors have the potential of affecting the economic viability of a given gold deposit such as Almaden. These factors include, but are not limited to reserve drill hole density, blasting characteristics, pit wall stability, stripping ratio, mining dilution rates, electrical consumption related to work index, gold metallurgy and recovery rates, reagent consumption and deposit hydrology. Reliable sensitivity data for such geoscientific factors have not been generated for the Almaden deposit and therefore cannot be discussed here. Table 2-9 shows the effect of changing cutoff grades on total tons and average grade of several cut offs.


Table 2-9: Sensitivity of grade and tonnage to cut-off grades, Almaden Deposit.




Cutoff

Grade

(opt gold)

Main, North & NW Zones, Indicated

Mineral Resources

Tons, 1000’s

Grade

(opt gold)

 

 

 

 

 

 

0.011

24.8

0.021

0.012

22.2

0.022


As a further check on the reliability of the block model grade estimates completed for this resource estimate, 10 assay intervals from Freegold’s large diameter core holes C27 through C36 were compared against the block models calculated by Surpac Vision software used in the resource estimate (Table 2-10).  The three assay splits from each core hole interval were averaged and then compared to the block model assay for the same footage intervals.  Block model assays ranged from 4.8% more than the corresponding core interval grade to 43.22% less than the corresponding core interval grade. Block model assay grades averaged about 10% lower than the corresponding interval from the large diameter core samples. If this comparison holds for the remainder of the Almaden resource base it suggests that the current resource estimates for Almaden are conservative.



 


Table 2-10: Comparison of grades from block model and large diameter core intervals


Core

Hole No.

Split A

(opt)

Split B

(opt)

Split C

(opt)

Split

Avg. (opt)

From (ft)

To

(ft)

Block Model Average

(opt)

Percent

Difference

27

0.021

0.025

0.023

0.023

12

189

0.018

27.64%

28

0.022

0.021

0.021

0.021

20

110

0.019

9.74%

29

0.018

0.017

0.016

0.017

4

165

0.017

-2.36%

30

0.020

0.020

0.017

0.019

0

160

0.016

18.56%

31

0.022

0.023

0.024

0.023

12

104

0.024

-4.80%

32

0.029

0.027

0.029

0.028

6

116

0.020

43.22%

33

0.013

0.015

0.013

0.014

4

190

N/A

N/A

34

0.017

0.018

0.021

0.019

35

219

0.019

-3.38%

35

0.023

0.022

0.022

0.022

20

153

0.023

-1.51%

36

0.041

0.040

0.040

0.040

25.6

123

0.038

5.15%


Exploration Recommendations


Additional resource potential in the Almaden area exists at the Stinking Water and Cove Creek prospects to the north and south of the main Almaden resource base. While drilling data are limited, both of these areas deserve further evaluation as they are along trend of the structure(s) which appear to control the mineralization in the main deposit area.


Deep, high-grade “feeder zone” gold – silver mineralization is the other area where significant resource potential exists at Almaden. Comparison of the Northern Nevada Rift with the volcanic rift of southwestern Idaho where the Almaden deposit is located suggests the two share numerous similarities, including the mid-Miocene age of the host rocks, the strong north-northwest controls on mineralization, the associated mercury and anomalous As and Sb, the depleted base metal contents, the hot springs alteration and the strata-controlled nature of alteration and mineralization in basinal sediments. Given these similarities, a compelling case can be made that high level silica encapsulated gold-silver mineralization at Almaden may be the upper part of a deep-seated hot springs system with potential for bonanza grade quartz vein-hosted gold-silver mineralization.

Current exploration plans include the following:


1.

Completion of the current 34,000-foot diamond drill program. Following the receipt of final assay results for the current program, the data will be compiled and forwarded to Mine Development Associates of Reno, Nevada who will complete and updated the 43-101 resource estimate.


2.

Deep feeder zone mineralization should be explored by core drilling with minimum target depths of 2,000 feet and maximum depths of 3,000 feet. Initial targeting would be directed to the northeast or southwest to test for northwest-trending feeder zones parallel to regional and district-scale structural trends. All core should be HQ diameter or larger to enable sample replicates and metallic screen analyses to be conducted in the event coarse grained gold – silver mineralization is encountered. Total recommended drilling would be 15,000 feet in 5-7 holes. All holes should be logged, photographed, split and analyzed for gold by fire assay plus a multi-element suite, including mercury, by ICP methods using four acid digestion. Additional metallurgical tests, metallic screen analyses and cyanidation tests should be conducted on mineralized intervals in these holes.  Total approximate cost would be $900,000, including all labor, drilling, analytical, permitting, reclamation and support costs.





3.

Grew Creek Property, Yukon Territory, Canada


Property Description and Location


By Letter Agreement dated 27 May 2004 the Company can acquire, from a third party (“Optionor”), up to a 100% interest in certain mineral claims known as the Grew Creek Property located in Whitehorse Mining District, Yukon Territory. To acquire a 100% interest in the property, the Company must, at its option, complete the following:


 

Issue Shares

Cash Payments

Incur Exploration Expenditures

Upon signing the letter agreement (paid)

-

$

5,000

$

-

Within 5 days of regulatory approval (issued/paid)

50,000

 

35,000

 

-

On or before 27 May 2005 (issued/paid/incurred)

50,000

 

45,000

 

75,000

On or before 27 May 2006 (issued/paid/incurred)

50,000

 

65,000

 

150,000

On or before 27 May 2007

50,000

 

75,000

 

325,000

On or before 27 May 2008

-

 

80,000

 

450,000

On or before 27 May 2009

-

 

-

 

500,000

 

200,000

$

305,000

$

1,500,000


The project is subject to a 3% NSR. In the event that commercial production has not commenced on the property by the 6th anniversary of the Letter Agreement, the Company shall make an advance royalty payment in the amount of $50,000. On the 7th Anniversary, the advance royalty payments shall increase to $100,000 and remain at that level until such time that commercial production commences, or until the Company notifies the Optionor that it does not intend to proceed to commercial production and returns the property to the Optionor. These advance royalty payments made shall be deducted from the NSR payments due. Once commercial production has commenced the minimum annual royalty payable shall be $50,000.


The Grew Creek Gold Project consists 277 claims (approximately 4,432 hectares) along the Robert Campbell Highway in the Whitehorse Mining District. The claims are located in a linear belt within the Tintina Trench from seven kilometres southwest of Ross River to 20 kilometres south of Faro. The claims are located on NTS map sheets 105 F15, K/2 & 3 and are named as follows: Canyon 1-66, Canyon 73-94, Grand 91-98, Grand 141 –148, Grand 159-161, Canyon 293-300, Canon 1-14, Dozer 1-14, Kaolin 1-10, Maverick 1-48, Cannon 15-24, Rail 51- 145.


The property is not subject to any known environmental liabilities to the best of the Company’s knowledge. The main mineralized zone is located two kilometres south of the Campbell Highway near Grew Creek at Km 380. The necessary Class 2 notification was completed in order to conduct the exploration carried out in 2004 and 2005/2006.  A review of previous exploration activities can be viewed in the “Report on Grew Creek Diamond Drilling” dated March 20th, 2005 prepared on behalf of Freegold Ventures previously filed on SEDAR.  




Figure 3-1 – Grew Creek Location Map

 

 

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4.

Rob Property, Alaska


Property Description and Location


By agreement dated 9 July 2002 the Company has the option to earn a 100% interest in a 20-year lease on certain mineral claims located in the Goodpaster Mining district, Alaska, known as the Rob Property.


As consideration, the Company shall, at its option, make the following payments and issue shares as follows:



 

 

US Funds

Shares

  - Upon execution of the agreement (paid)

$

7,000

-

  - Earlier of 1 September 2002 and approval date (paid/issued)

 

7,000

500,000

  - On or before 1 July 2003 (paid/issued)

 

2,500

500,000

  - On or before 1 July 2004 (paid)

 

2,500

-

  - On or before 1 July 2005 (paid)

 

2,500

-

  - On or before 1 July 2006 (paid)

 

2,500

-

  - On or before 1 July 2007

 

2,500

-

  - On or before 1 July 2008

 

2,500

-

 

$

29,000

1,000,000


The Company is also responsible to make payments for an underlying agreement with the vendor as follows:


 

 

US Funds

  - On or before 1 July 2003 (paid)

$

10,000

  - On or before 1 July 2004 (paid)

 

10,000

  - On or before 1 December 2005 (paid)

 

15,000

  - On or before 1 December 2006 (paid)

 

20,000

  - On or before 1 December 2007

 

25,000

 

$

80,000




In addition, the Company is also required to expend a total of US$1,000,000 in exploration expenditures on the property prior to 31 December 2008 (US$111,205 spent to date). Minimum work in any given year shall not be less than US$10,600 per year. If the Company fulfills this US$1,000,000 exploration expenditure requirement, an additional 500,000 shares of the Company must be issued.


Commencing 1 December 2008 annual advance royalty payments must be made depending on the average gold price for the proceeding year as follows:


Gold Price Per Ounce

Annual Royalty Payment

Less than US$350

US$30,000

US$350 to US$400

US$40,000

More than US$400

US$50,000


The vendor shall retain a NSR, which shall vary according to the London gold price for the preceding six-month period as follows: 1% for gold prices less than US$300, 1.5% for gold prices between US$301 and US$350, and 2% for gold prices greater than US$350. The NSR may be purchased for US$500,000 for each percentage point. An undivided 100% interest in the property may be purchased for US$1,500,000.


In addition, an intermediary vendor retains a 1% NSR which the Company may purchase for US$1,000,000.


The Rob prospect is located in east-central Alaska approximately 110 miles southeast of Fairbanks and 50 air miles northeast of Delta Junction (see Figure 1-1 in the Golden Summit Section). The Rob project consists of 106 state of Alaska mining claims covering 4,240 acres in the Big Delta quadrangle in Townships 6 and 7 South, Ranges 17 and 18 East, Fairbanks Meridian. The claims are registered as Rob 1 through Rob 106 with Alaska Division of Mining, Land and Water Management as ADL#s 540699 through 540714, 544324 through 544339 and 545266 through 545339.




Figure 4-1:  Location of Golden Summit and Rob Properties, Alaska


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5.

Vinasale Property, Alaska


Property Description and Location


By agreement dated 28 February 2007 the Company entered into an Exploration with Option to Lease Agreement with Doyon, Limited on certain mineral claims located in the McGrath district, Alaska, known as the Vinasale Property.


Under the Exploration Agreement, Freegold must make cash payments of US$320,000 (US$50,000 first year) over five years, make annual scholarship donations of US$10,000, and make exploration expenditures totaling US$4,750,000 (US$300,000 first year). Freegold may at its option enter into a one year extension by making an additional cash payment of US$100,000 and incurring an additional US $1,500,000 in exploration expenditures. In the event the property is reduced by 50% or more the additional exploration expenditures shall be reduced to US $1,000,000.


Freegold may enter into one or more Mining Leases with Doyon on lands on which it has expended at least US$600,000, carried out at least 10,000 feet of core drilling, and submitted a pre-feasibility study.  Freegold will be required to make advance royalty payments and continue to conduct minimum exploration expenditures on leased lands until such time as a Board approved positive feasibility study has been delivered.  Advance royalty payments shall be US $100,000 per year during the initial five-year period, increasing to US$250,000 per year thereafter.  The minimum mandatory exploration expenditures shall be equal to the greater of US$25/acre or US$250,000 for each of the first five years, and US$50/acre or US$500,000 in subsequent years.  Upon submission of a Board approved feasibility study Doyon will have the right, for a period of 180 days, to acquire a minimum 5%, and a maximum 10% participating interest in Freegold’s interest.  Within 60 days of Doyon electing to participate, Doyon shall contribute to a joint venture an amount equal to 2.25 times Doyon’s proportionate share of Freegold’s cumulative expenditures on the leased area after the Effective Date of the Lease.  Following the expenditure of such funds, each party will be required to contribute its pro rata share of further expenditures.


Upon commencement of commercial production, Freegold must pay Doyon a royalty on the production of precious metals equal to the greater of a 2 % net smelter return (NSR) or a 10% net profits interest (NPI).  Once payback has been achieved the royalty shall increase to the greater of a 4 % NSR or a 20 % NPI. Royalties on base metals production shall be the greater of a 1 % NSR or a 10% NPI pre-payback and the greater of a 3 % NSR or a 20 % NPI post-payback.  For each lease agreement, Freegold will make ongoing scholarship payments of US$25,000 per year, which shall increase to US$50,000 per year upon the commencement of commercial production.


The Vinasale Project is located is located in the south western Alaska approximately 16 air miles south of McGrath, Alaska (Figure 5-1). The Vinasale Project covers an area of approximately 143,296 acres in Townships T. 29 N., R. 34 & 35 W, T. 30 N., R. 34 & 35 W, T. 31 N., R. 33 & 35 W.  Access is by helicopter in summer and winter and/or snowmobile in winter.



 

Figure 5-1: Property Location Map, Vinasale Project, Alaska

 

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6.

Union Bay PGM Property, Alaska, USA


Property Location and Description


The Company acquired certain mineral claims known as the Union Bay Property, in Alaska, USA, by way of staking.  


(i) By agreement dated 1 October 2002 and amended 2 April 2003, the Company granted to Pacific North West Capital (“PFN”), a company with certain directors and officers in common, an option to earn a 70% interest in the property.  To earn its 50% interest, PFN, purchased a private placement of $165,000 (2002) and made cash payments, issued shares and incurred exploration expenditures as follows:


 

 

Payments

Shares

 

Exploration Expenditures

  - Within 5 days from approval date (received)

$

-

30,000

$

-

  - On or before 1 July 2003 (received / completed)

 

20,000

-

 

30,000

  - On or before 30 January 2004 (received)

 

-

30,000

 

-

  - On or before 1 July 2004 (received / completed)

 

20,000

-

 

30,000

  - On or before 1 July 2005 (received / completed)

 

30,000

-

 

340,000

  - On or before 1 July 2006 (received / completed)

 

30,000

-

 

600,000

 

$

100,000

60,000

$

1,000,000


Following vesting with a 50% interest, PFN had the right to elect within 45 days to increase its interest to 60% by completing a feasibility study within 12 months of having vested. This election was not made.  Upon vesting, PFN issued 253,586 shares at market value for $100,000 to the Company.


(ii) Joint Venture Agreement


By agreement dated 21 May 2003 with Lonmin PLC (“Lonmin”) the Company and PFN granted Lonmin an option to earn up to a 70% interest in the Union Bay project. Under the agreement, Lonmin was required to incur, at its option, exploration expenditures of US$815,000 (completed) in 2003 and a minimum of US$1,000,000 per year in 2004 (completed), 2005 (completed), and 2006, and US$750,000 for subsequent years. PFN is the operator of the project during the exploration phase. On 26 August 2005, Lonmin advised that it was terminating its option on the project. PFN has notified the Company that it intends to retain the project by reducing the property size to encompass the remaining prospective target areas identified to date.




 


The Union Bay PGE prospect is located in Southeast Alaska about 35 miles north-northwest of Ketchikan on the northern end of the Cleveland Peninsula (Figure 6-1).  The property is bounded on the north and east by Vixen Inlet, on the south by Bear Creek and on the west by Union Bay.  The property is located in the Craig C1 1:63,360 quadrangle in Township 70 South, Ranges 86 and 87 East, Copper River Meridian.  The current claims, totaling 1,960 acres include: MB1- MB9, UB18-21, UB 24-56, UB 60-65, UB70-74, UB78-83,UB115-116, UB, 118-119, UB121-122, UB124-125, QTUBL 114-116, QTUBL119-121, QTUBL 124-126, QTUBL 129-131, FGUBL 1-3, and QTUBST 1-6.


The Union Bay project consists of 86 unpatented federal lode and 6 state mining claims covering 1,720 and 240 acres, respectively. The claims are located in Township 70 South, Ranges 86 and 87 East, Copper River Meridian and are recorded in the Ketchikan Recording District and at the Alaska Division of Lands and the US Bureau of Land.  In this part of Alaska, the State of Alaska and the US Forest Service administer mineral rights.  The Union Bay project is located within the Tongass National Forest on multiple-use lands open to mineral development. Annual rental payments on Federal mining claims are due on or before each August 31 and total US$125 per claim per year.  Annual rentals are paid in lieu of work on Federal ground. For State claims annual rents are US$25 per claim and work on the ground in the amount of US$100 per claim per year is required.  All claims in the Union Bay property currently are in good standing through August 31, 2008. A registered land surveyor has not surveyed the claims, and there is no State or federal law or regulation requiring such surveying.  There are no known environmental liabilities attached to the property and permits for future work will be acquired from the US Forest Service and the Alaska Department of Natural Resources on an as-needed basis.


Figure 6-1: Property Location Map, Union Bay, Alaska


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7.

PGM Property A Ontario, Canada


Property Description and Location


By various agreements dated between 6 March and 19 December 2000, the Company acquired a property in the Sudbury region, Ontario known as the PGM A Property. During a prior year, the Company earned a 100% interest in the property by making cash payments of $100,000, issuing 300,000 shares and incurring exploration expenditures of $50,000. The Company is also required to issue a further 100,000 shares to the optionor upon the completion of a bankable feasibility study.


The property is subject to a 3% NSR. The Company has the right to purchase up to 2% of the NSR for $3,000,000. (The first 1% for $1,000,000 and the second 1% for $2,000,000).


By Letter Agreement dated 16 November 2001, the Company granted to PFN, a company with certain directors in common, an option to earn a 70% interest in PGM A for cash payments of $55,000 (received), issuance of 20,000 PFN shares (received) and exploration expenditures on the property of $55,000 (completed).


PFN has the right to purchase an additional 30% interest in the property by paying to the Company $750,000. The Company and PFN will share the NSR buyout privileges in proportion to their respective interests.


The Property is located in Dana and Janes Townships, of Ontario, which lay approximately 100 road kilometers northeast of the City of Sudbury, Ontario (Figure 7-1). The Dana Lake portion is accessed by traveling northwest and then north along Highway 805 from River Valley, and then by a series of logging roads, skidder trails and/or access trails.  The property consists of the following 87 claim units (1,392 hectares): Dana Township: 1246498, Janes Township: 1231107, 1235822, 1235888, 1235889, 1235891, 1235892, 1235894, and 1235896.





Figure 7-1: PGM A Property Location Map

[propertiessection024.jpg]

 



ITEM 19.

EXHIBITS


1.

Certification of Chief Executive Officer to this Amendment No. 1

2.

Certificate of Chief Financial Officer to this Amendment No. 1



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SIGNATURES


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly casued and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on its behalf.


Dated

November 19, 2007


FREEGOLD VENTURES LIMITED




“Steve Manz”


Steve Manz

Chief Executive Officer




“Gordon Steblin”


Gordon Steblin

Chief Financial Officer



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CERTIFICATION


I, Steve Manz, certify that:


1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 20F/A of Freegold Ventures Limited;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.



Dated:

November 19, 2007



“Steve Manz”



Steve Manz

Chief Executive Officer






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CERTIFICATION


I, Gordon Steblin, certify that:


1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 20F/A of Freegold Ventures Limited;


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.



Dated:

November 19, 2007



“Gordon Steblin”



Gordon Steblin

Chief Financial Officer





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