Form 51-102F1

Management Discussion and Analysis

For

Freegold Ventures Limited





MANAGEMENT DISCUSSION & ANALYSIS



The following discussion and analysis is managements assessment of the results and financial condition of Freegold Ventures Limited (the Chairmans Letter.  The date of this managements discussion and analysis is March 14, 2005.  Additional information on the Company is available on SEDAR at www.sedar.com.



Business of Freegold



Freegold is an exploration stage company engaged in the acquisitions, exploration and development of mineral properties of merit in Canada and the United States with the aim of developing them to a stage where they can be exploited at a profit or to arrange joint ventures whereby other companies provide funding for development and exploitation.



Forward looking statements



Certain information included in this discussion may constitute forward-looking statements.  Forward-looking statements are based on current expectations and entail various risks and uncertainties.  These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied.  The Company disclaims any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.



Selected Annual Information



Unless otherwise noted, all currency amounts are stated in Canadian dollars.



The following table summarizes selected financial data for Freegold for each of the three most recently completed financial years.  The information set forth below should be read in conjunction with the consolidated audited financial statements, prepared in accordance with Canadian generally accepted accounting principles, and related notes.



|                                                                                   | Years Ended December 31,(audited)
|---------------------------------------------------------------------------------- | ---------------------------------
|                                                                                   | 2004                             
|Total Revenues                                                                     | $168,823                         
|General and administrative expenses                                                | $1,381,717                       
|Mineral property costs                                                             | 2,192,643                        
|Income (loss) before extraordinary items
In total
Basic and diluted loss per share | (1,381,717)
(0.05)               
|Net income (loss) before income taxes
In total
Basic and diluted loss per share    | (2,018,689)
(0.08)               
|Totals Assets                                                                      | 10,442,657                       
|Total long term liabilities                                                        | Nil                              
|Cash dividends declared                                                            | Nil                              



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Selected quarterly financial information



The following selected financial information is derived from the unaudited consolidated interim financial statements of the Company prepared in accordance with Canadian generally accepted accounting principles (GAAP).



|                    |            |            | For the Quarters Ended (unaudited) |            |           
|------------------- | ---------- | ---------- | ---------------------------------- | ---------- | ----------
|                    | Dec. 31    | Sep 30     | Jun 30                             | Mar 31     | Dec 31    
|                    | 2004       | 2004       | 2004                               | 2004       | 2003      
|Total revenues      | $80,254    | $18,308    | $47,134                            | $23,127    | $95,592   
|Net lossbefore tax | 1,179,021  | 370,535    | 205,235                            | 263,898    | 485,843   
|Net loss per share  | 0.04       | 0.01       | 0.01                               | 0.01       | 0.01      
|Total assets        | 10,442,657 | 10,287,302 | 10,616,402                         | 10,432,056 | 10,559,236



Results of operations



The year period ended December 31, 2004 resulted in a net loss of $1,652,721 which compares with a loss of $1,177,923 for the same period in 2003. The loss for 2004 has been reduced by $365,968 which is the tax benefit associated with the renounciation of flow-through shares. Even though the full amount of $365,968 has been recorded as a future income tax recovery, the Company will probably never realize this benefit.  General and administrative expenses for the quarter ended December 31, 2004 were $1,381,717 an increase of $128,126 over the same period in 2003. Consulting fees of $173,124 were recorded as compared to $297,581 during the previous year.   During the prior year, the Company adopted the new recommendations of CICA Handbook Section 3870, stock-based compensation and other stock-based payments, effective to all awards granted on of after 1 January 2003.  The new standard requires that all stock-based awards made to employees and non-employees be measured and recognized using a fair value based method.  In prior years, stock-based compensation expense was only recognized when stock-based compensation awards were made to non-employees, while pro-forma disclosure was acceptable for awards made to employees. The fair value of stock options that vested using the Black-Scholes Option Pricing Model was $358,150 for the period ended December 31, 2004 compared to $261,350 for the previous year. All other general and administrative costs were relatively the same when compared to the previous year.  A $30,570 capital gain was realized on the sale of investments as compared to $66,591 over the same period in 2003.  Directors and Officers liability insurance was obtained for an annual cost of $46,242 with the prorated amount of $26,842 included under insurance.  Miscellaneous income of $73,003 was earned as the company was the operator on the Meridian/Golden Summit joint venture project in Alaska. Interest income of $65,250 was also earned as compared to $19,654 in the previous year as the Company had more funds on deposit.



During the year ended December 31, 2004, the Company incurred mineral property deferred exploration costs of $1,912,278 with $986,228 being reimbursed through the Meridian agreement. Subsequent to year-end, Meridian terminated the agreement.  Of the deferred exploration costs, $26,139 relates to the minimum holding costs of the Almaden project in Idaho, and $34,879 was spent on the Rob project in Alaska. Mineral property acquisition costs of $280,365 were also incurred which included $21,094 for the Almaden Idaho project, $13,400 for the Yeager Alaska project, $16,750 for the Rob Alaska project, and $40,482 for the Rainbow Hill Alaska project. The Company also received 30,000 shares of Pacific North West Capital Corp. as part of the Union Bay agreement valued at $17,100. 300,000 shares were issued at a value of $126,000 for the Yeager property, and 50,000 shares were issued at a value of $14,000 for the Rainbow Hill property. During the year, the Company terminated the Rainbow Hill agreement and the associated costs of $73,513 have been written off. Three new Canadian properties were acquired during the year. The Company acquired an option on the Grew Creek project in the Yukon by making a cash payment of $40,000, issued 50,000 shares for a value of $15,000 and incurred staking costs of $20,470. $610,571 in exploration expenditures was spent on the Grew Creek project to December 31, 2004.  The Company also spent $47,903 in staking and incurred deferred exploration expenses of $175,067 on the Eskay Rift project in northern B.C. The Duke, B.C. property was acquired by making a cash payment of $10,000 and 25,000 shares are to be issued upon receipt of regulatory approval. Subsequent to year-end, management has decided not to pursue further exploration on the Eskay Rift, and Yeager properties. Accordingly, the associated acquisition and deferred exploration expenditures that relate to the Eskay Rift and Yeager properties of $ $653,870 have been written-off.



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Shareholder relations and promotional activities undertaken by the company, which included attendance at various trade shows, cost $204,304 for the period ended December 31, 2004, an increase of $43,430 over the same period in 2003. Travel costs increased by $58,999 for a total of $156,151 as a site visit to the Alaskan properties was incurred.



Liquidity and capital resources



At December 31, 2004, the Companys working capital, defined as current assets less current liabilities, was $1,723,301 compared with working capital of $2,762,842 at December 31, 2003. Flow-through funds of $894,321 must be spent before Dec. 31, 2005 on qualified Canadian mineral exploration, and is not included in working capital because it is classified as restricted cash on the balance sheet.  During the year, 2,738,000 shares were issued for gross proceeds of $1,140,100.



The Company has a portfolio of investments with a book value of $216,711 and a market value of $344,114 as at December 31, 2004. The investments consist of 400,400 shares of Pacific North West Capital Corp. and 332,400 shares of CanAlaska Ventures Ltd.  These companies have certain directors in common. These amounts are included in the above working capital. The Company has total issued and outstanding of 29,992,205 shares at December 31, 2004.



Contractual commitments



The Company is committed under an operating lease with a company controlled by Harry Barr for its office premises with the following aggregate minimum lease payments to the expiration of the lease on June 30, 2005.  Pursuant to a settlement agreement, the company is obligated to pay $12,982 before December 2005. Pursuant to an agreement for the Keystone claims, the Company is obligated to pay approximately $61,500 per year. Only the first year of the Keystone agreement is shown as the Company has the option to terminate the agreement. Only mineral option payments that are legally binding have been included. Further information on mineral option payments are disclosed in note 4 to the consolidated interim financial statements to December 31, 2004.



|                          | 2005    | 2005 | 2006 | 2007 | 2008 | Thereafter
|------------------------- | ------- | ---- | ---- | ---- | ---- | ----------
|                          |         |      |      |      |      |           
|Office lease              | $20,015 | -    | -    | -    | -    | -         
|Option payment settlement | 12,982  | -    | -    | -    | -    | -         
|Keystone property lease   | 61,500  | -    | -    | -    | -    | -         
|                          |         |      |      |      |      |           



Off-balance sheet arrangements



The Company has no off-balance sheet arrangements.



Critical accounting estimates



A detailed summary of all the Companys significant accounting policies is included in Note 1 to the consolidated financial statements for the year ended December 31, 2004.



Significant estimates used in the preparation of these consolidated financial statements include, amongst other things, depreciation, determination of net recoverable value of assets, determination of fair value on taxes, contingencies and share compensation.



Changes in Accounting Policies



Asset retirement



The CICA issued a new standard relating to asset retirement obligations effective for fiscal years beginning on January 1, 2004.  The standard requires the recognition in the financial statements of the liability associated with the net present value of future site reclamation costs when the liability is incurred.  These obligations are initially

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measured at fair value and subsequently adjusted for the accretion of discount and any changes to the underlying costs.  The asset retirement cost is to be capitalized and amortized into operations over time.  The Company is currently assessing these requirements to ensure its complies with the new standards starting in 2004.



Flow-Through Shares



During the year, the Company adopted the new recommendations of the Emerging Issues Committee relating to flow-through shares effective for all flow-through agreements dated after 19 March 2004.  Canadian Income Tax Legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures.  When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective tax rate) thereby reducing share capital.



If a company has sufficient unused tax losses and deductions (losses) to offset all or part of the future income tax liabilities and no future income tax assets have been previously recognized on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate tax rate) is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures.



Financial Instruments and Other Instruments



Freegolds financial instruments consist of cash and short-term deposits, restricted cash, GST receivable and accounts payable.  Unless otherwise noted, it is managements opinion that Freegold is not exposed to significant interest, currency or credit risks arising from the financial instruments.  The fair value of these financial instruments approximates their carrying value due to their short-term maturity or capacity of prompt liquidation.



The Company is exposed to currency risk on its acquisition and exploration expenditures on its U.S. properties since it has to convert Canadian dollars raised through equity financing in Canada to US dollars.  The Companys expenditures are negatively impacted by increases in the US versus the Canadian dollar.



Outstanding share data



The Company is authorized to issue 100,000,000 common shares without par value.  As at December 31, 2004, there were 29,992,205 outstanding common shares compared to 26,266,705 outstanding shares at December 31, 2003.  The increase reflects the issuance of 2,738,000 shares for cash, 900,000 shares for mineral properties and 87,500 shares for a finders fee.



Directors, officers, employees and contractors are granted options to purchase common shares under the Company Stock Option Plan.  This plan and its terms and outstanding balance are disclosed in Notes 7e to the consolidated interim financial statements to December 31, 2004.



Related party transactions



Mr. Barr currently receives a management fee of $8,640 per month.  A total of $124,640 was paid to a company controlled by Harry Barr, a Director and Chairman of the Company, for  management services during the years ended December 31, 2004.  Pursuant to an office lease agreement dated July 11, 2000, a total of $40,015 was paid to a company controlled by Harry Barr, a Director and Chairman of the Company, for office rent during the years ended December 31, 2004.  A total of $40,900 was paid to a company controlled by Taryn Downing, an Officer of the Company, for Corporate secretarial services during the years ended December 31, 2004.   A total of $41,713 was paid to a company controlled by Gord Steblin, an Officer of the Company for accounting services during the years ended December 31, 2004.



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Risks and Uncertainties



The mineral industry is intensely competitive in all its phases.  The company competes with many other companies who have greater financial resources and experience.  The market price of precious metals and other minerals is volatile and cannot be controlled.  Exploration for minerals is a speculative venture.  There is no certainty that the money spent on exploration and development will result in the discovery of an economic ore body.



The Companys activities outside of Canada make it subject to foreign currency fluctuations and this may materially affect its financial position and results.



The Company has limited financial resources, no source of operating cash flows and no assurances that sufficient funding, including adequate financing, will be available to conduct further exploration and development of its projects or to fulfill its obligations under the terms of any option or joint venture agreements.  If the Companys generative exploration programs are successful, additional funds will be required for development of one or more projects.  Failure to obtain additional financing could result in the delay or indefinite postponement of further exploration and development or the possible loss of the companys properties.



Outlook



Freegold currently has one joint venture in which other companies are earning an interest in Freegold projects by carrying all costs and making significant exploration expenditures.  The Company ended December 31, 2004 with a strong cash position that will enable it to continue its own exploration effects in the United States and Canada seeking to identify new projects through early stage grass roots exploration and managing risk by forming joint ventures in which partner companies exploration and develop such projects in return for the right to earn an interest in them.



Approval



The Board of Directors of Freegold has approved the disclosure contained in this annual MD&A. A copy of this annual MD&A will be provided to anyone who requests it.



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FREEGOLD VENTURES LIMITED



(Formerly International Freegold

Mineral Development Inc.)



(An Exploration Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS



31 DECEMBER 2004 and 2003





















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|[mda001.jpg] | Suite 400 - 889 West Pender Street
Vancouver, BC Canada  V6C 3B2
Tel604 694-6070
Fax604 585-3800
info@staleyokada.com
www.staleyokada.com
|------------ | -----------------------------------------------------------------------------------------------------------------------------------------







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Directors and Shareholders of Freegold Ventures Limited:



We have audited the accompanying consolidated balance sheets of Freegold Ventures Limited (formerly International Freegold Mineral Development Inc.) (An Exploration Stage Company) as at 31 December 2004 and 2003 and the related consolidated statements of changes in shareholders equity, loss and cash flows for the years ended 31 December 2004, 2003 and 2002.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian generally accepted auditing standards and with the Standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2004 and 2003 and the changes in shareholders equity, results of its operations and its cash flows for the years ended 31 December 2004, 2003 and 2002 in accordance with Canadian generally accepted accounting principles.



Staley, Okada & Partners





|Vancouver,  B.C.                                                      | STALEY, OKADA & PARTNERS
|--------------------------------------------------------------------- | ------------------------
|28 January 2005, except for Note 4a(v) which is as at 2 February 2005 | CHARTERED ACCOUNTANTS   





[mda002.jpg]

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|Freegold Ventures Limited
(Formerly International Freegold Mineral Development Inc.)
(An Exploration Stage Company) | Statement 1
|------------------------------------------------------------------------------------------------------------------- | -----------
|Consolidated Balance Sheets                                                                                         |            
|As at 31 December                                                                                                   |            
|Canadian Funds                                                                                                      |            





ASSETS20042003CurrentCash and cash equivalents$1,573,522$2,665,654Accounts and advances receivable176,27322,159Portfolio investments (Note 3)216,711176,479Prepaid expenses and deposits34,5631,1002,001,0692,865,392Restricted Cash  Flow-through894,321750,000Mineral Property Costs- Schedule (Note 4)7,509,3716,910,017Property, Plant and Equipment(Note 5)37,89633,827$10,442,657$10,559,236LIABILITIESCurrentAccounts payable$200,841$64,339Accrued liabilities42,98515,000Due to related parties (Note 6)20,960-Option payment settlement - current (Note 4a(ii))12,98223,211277,768102,550Option Payment Settlement(Note 4a(ii))-19,448Contingent Liabilities(Note 4g)Commitments(Note 4a(i) and 10)SHAREHOLDERS' EQUITYShare Capital- Statement 2(Note 7)Authorized:100,000,000 common shares without par valueIssued, allotted and fully paid:29,992,205 (2003  26,266,705) shares31,269,38629,834,104Deficit- Statement 2(21,104,497)(19,396,866)10,164,88910,437,238$10,442,657$10,559,236




ON BEHALF OF THE BOARD:





Harry Barr, Director     Bernard Barlin, Director



- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company)  | Statement 2
|--------------------------------------------------------- | -----------
|Consolidated Statement of Changes in Shareholders Equity
|Canadian Funds                                            |            







Common
SharesAmountAccumulated
DeficitTotalBalance - 31 December 20019,666,163$22,316,071$(17,110,831)$5,205,240Issuance of shares for:- Cash3,600,9161,152,950-1,152,950- Property1,100,000436,500-436,500Share issuance costs--(47,940)(47,940)Stock compensation costs-238,495-238,495Loss for the year--(788,001)(788,001)Balance - 31 December 200214,367,07924,144,016(17,946,772)6,197,244Issuance of shares for:- Cash10,924,9365,092,738-5,092,738- Property800,000336,000-336,000- Finders fees174,690---Share issuance costs--(272,171)(272,171)Stock compensation costs-261,350-261,350Loss for the year--(1,177,923)(1,177,923)Balance - 31 December 200326,266,70529,834,104(19,396,866)10,437,238Issuance and allotment of shares for:- Cash2,738,0001,140,100-1,140,100- Property900,000303,000-303,000- Finders fees87,500---Share issuance costs--(54,910)(54,910)Stock compensation costs-358,150-358,150Future income tax on flow-through (Note 8)-(365,968)-(365,968)Loss for the year--(1,652,721)(1,652,721)Balance  31 December 200429,992,205$31,269,386$(21,104,497)$10,164,889










- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company) | Statement 3
|-------------------------------------------------------- | -----------
|Consolidated Statements of Loss                          |            
|Canadian Funds                                           |            



Cumulative
Amounts from
22 July 1985
to31 DecemberYear Ended 31 December2004200420032002General and Administrative ExpensesStock-based compensation expense$857,995$358,150$261,350$238,495Consulting fees1,412,456173,124297,58193,326Travel1,499,899156,15197,15260,872Promotion972,609143,23771,67549,449Management fees1,346,548124,640124,28097,290Audit and accounting529,97376,11058,40528,142Wages, salaries and benefits542,90173,82339,432-Shareholder relations1,109,45661,06789,19918,000Transfer and filing fees568,18252,45656,32757,945Rent and utilities496,39940,01540,01540,015Office and miscellaneous549,23030,17541,5699,305Insurance104,80226,8424,3971,039Legal519,21226,77631,12012,610Telephone422,54518,33016,4143,980Equipment rental29,43912,34117,098-Amortization344,0928,4807,5779,102Loss Before the Undernoted(11,305,738)(1,381,717)(1,253,591)(719,570)Other Income (Expenses)Gain on sale of investments832,76830,57066,59149,534Interest income474,56765,25019,654955Foreign exchange gain (loss), net(6,093)9,68811,7603,367Miscellaneous income232,26473,003--Interest and bank charges(119,922)(27,107)(3,620)(5,476)Write-off of mineral property costs(10,098,154)(788,376)(18,717)(104,036)Bad debts(38,132)---Finders fee(41,156)---Write-down of investments(630,375)--(12,775)Property payments received in excess of cost179,740---Gain on sale of property, plant and equipment15,325---(9,199,168)(636,972)75,668(68,431)Loss Before Income Taxes(20,504,906)(2,018,689)(1,177,923)(788,001)Future income tax recovery (Note 8)365,968365,968--Loss for the Period$(20,138,938)$(1,652,721)$(1,177,923)$(788,001)Loss per Share - Basic and diluted$(0.06)$(0.06)$(0.07)Weighted Average Number of Shares Outstanding26,847,15518,664,62511,743,797






- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company) | Statement 4
|-------------------------------------------------------- | -----------
|Consolidated Statements of Cash Flows                    |            
|Canadian Funds                                           |            





Cumulative
Amounts from
22 July 1985
to31 DecemberYear Ended 31 DecemberCash Resources Provided By (Used In)2004200420032002Operating ActivitiesLoss for the period$(20,138,938)$(1,652,721)$(1,177,923)$(788,001)Items not affecting cash:Amortization344,0928,4807,5779,102Gain on sale of portfolio investments(832,768)(30,570)(66,591)(49,534)Write-down of investments630,375--12,775Write-off of mineral property costs10,098,154788,37618,717104,036Gain on sale of property, plant and equipment(15,325)---Stock compensation expense included in consulting fees857,995358,150261,350238,495Future income tax recovery on flow-through shares (Note 8)(365,968)(365,968)--Net changes in non-cash working capital components:Amounts and advances receivable(176,273)(154,113)(12,595)(8,696)Prepaid expenses and deposits(34,563)(33,463)(1,100)8,155Accounts payable876,930136,50235,9019,138Accrued liabilities42,98527,985--Due to related parties20,96020,960(9,245)(79,297)(8,692,344)(896,382)(943,909)(543,827)Investing ActivitiesPurchase of portfolio investments(1,825,775)(40,823)(27,191)(31,836)Proceeds on sale of portfolio investments1,893,25648,26093,735100,490Mineral property acquisition costs(3,643,548)(280,365)(241,980)(192,667)Mineral property deferred exploration costs(11,564,486)(1,912,278)(320,675)(344,887)Option payments received525,754104,58540,00020,000Advances received from Meridian986,228986,228--Purchase of property, plant and equipment(389,926)(12,549)(7,861)-Proceeds on sale of property, plant and equipment41,336---Option payment liability settlement(82,586)(29,677)(28,811)(24,098)(14,059,747)(1,136,619)(492,783)(472,998)Financing ActivitiesLoans from (repayments to) related parties---(63,995)Share capital issued26,249,8431,140,1005,092,7381,152,950Share issuance costs(965,559)(54,910)(272,171)(47,940)Treasury shares(64,350)---25,219,9341,085,1904,820,5671,041,015Net Increase (Decrease) in Cash2,467,843(947,811)3,383,87524,190Cash and cash equivalent  - Beginning of period-3,415,65431,7797,589Cash and Cash Equivalent - End of Period$2,467,843$2,467,843$3,415,654$31,779




- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company) | Statement 4
|-------------------------------------------------------- | -----------
|Consolidated Statements of Cash Flows- continued         |            
|Canadian Funds                                           |            





Cumulative
Amounts from
22 July 1985
to31 DecemberYear Ended 31 DecemberCash Resources Provided By (Used In)2004200420032002Cash Position Consists of:Cash and cash equivalents$1,573,552$1,573,522$2,665,654$31,779Restricted cash894,321894,321750,000-$2,467,843$2,467,843$3,415,654$31,779Supplemental Disclosure of Non-Cash Investing and Financing ActivitiesShares issued or allotted for mineral property$(3,940,364)$(303,000)$(436,500)$(229,500)Shares issued for debt$(663,429)$-$-$-Shares issued for property, plant and equipment$(18,073)$-$-$-Option payments received in shares$81,800$17,100$32,600$15,000Stock-based compensation expense$(857,995)$(358,150)$(261,350)$(238,495)Future income tax recovery on flow-through shares (Note 8)$365,968$365,968$-$-










- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company) | Schedule
|-------------------------------------------------------- | --------
|Consolidated Schedules of Mineral Property Costs        
|For the Years Ended 31 December                          |         
|Canadian Funds                                           |         







20042003DirectGolden Summit Property, Alaska, USAAcquisition costsTreasury shares - option payments$148,000$-Cash - option payments70,26677,000Option payment received from Meridian(84,585)-133,68177,000Deferred exploration expendituresGeological and field expenses62,59168,249Mineral property fees60,53537,029Drilling368,84071,191Assaying-11,236Engineering and consulting-46,043Administration22,766-Equipment and supplies32,245-Services30,912-Personnel263,763-Management fees73,003-Amounts received from Meridian(986,228)-Amounts recovered(9,946)-(81,519)233,748Total52,162310,748Union Bay Property, Alaska, USAAcquisition costsCash payments - staking-56,316-56,316Deferred exploration expendituresAssaying-24,574Geological and field expenses-5,909Mineral property fees-2,737-33,220Shares - option payments received(17,100)(17,100)Cash - option payments received(20,000)(20,000)Total(37,100)52,436Balance Forward$15,062$363,184














- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company) | Schedule
|-------------------------------------------------------- | --------
|Consolidated Schedules of Mineral Property Costs        
|For the Years Ended 31 December                          |         
|Canadian Funds                                           |         
|                                                         |         









20042003Balance Carried Forward$15,062$363,184Rob Property, Alaska, USAAcquisition costsTreasury shares - option payments-210,000Cash - option payments16,75016,87516,750226,875Deferred exploration expendituresMineral property fees18,26115,218Engineering and consulting10,33810,587Geological and field expenses2,7093,055Wages3,5712,450Assaying-84734,87932,157Total51,629259,032Yeager Property, Alaska, USAAcquisition costsTreasury shares - option payments126,000126,000Cash - option payments13,400-Total139,400126,000Rainbow Hill, Alaska, USAAcquisition costsTreasury shares  option payments14,000-Cash  option payments40,482-54,482-Deferred exploration expendituresGeological and field expenses376-Mineral property fees11,877-Wages1,968-Engineering and consulting4,810-19,031-Total73,513-Balance Forward$279,604$748,216






- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company) | Schedule
|-------------------------------------------------------- | --------
|Consolidated Schedules of Mineral Property Costs        
|For the Years Ended 31 December                          |         
|Canadian Funds                                           |         
|                                                         |         







20042003Balance Carried Forward$279,604$748,216Liberty Bell Property, Alaska, USAAcquisition costsCash payments - staking-30,015-30,015Deferred exploration expendituresMineral property fees3,904-Engineering and consulting553-4,457-Total4,45730,015Almaden Property, Idaho, USAAcquisition costsCash - option payments21,09423,058Deferred exploration expendituresMineral property fees22,90919,286Geological and field expenses3,2302,023Engineering and consulting-24226,13921,551Total47,23344,609PGM Properties, Sudbury Region, Ontario, CanadaAcquisition costsCash - option payments-20,000-20,000Deferred exploration expendituresRecovery - cash option payments received-(20,000)-(20,000)Total--Balance Forward$331,294$822,840








- See Accompanying Notes -

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|Freegold Ventures Limited
(An Exploration Stage Company) | Schedule
|-------------------------------------------------------- | --------
|Consolidated Schedules of Mineral Property Costs        
|For the Years Ended 31 December                          |         
|Canadian Funds                                           |         
|                                                         |         







20042003Balance Carried Forward$331,294$822,840Eskay Rift Property, British Columbia, CanadaAcquisition costsStaking costs47,903-47,903-Deferred exploration expendituresGeological and field expenses74,583-Assaying24,556-Engineering and consulting75,928-175,067-Total222,970-Duke Property, British Columbia, CanadaAcquisition costsCash - option payments10,000-Deferred exploration expendituresGeological and field expenses11,574-Drilling64,858-76,432-Total86,432-Grew Creek Property, Yukon, CanadaAcquisition costsCash - option payments40,000-Shares  option payments15,000-Staking costs20,470-75,470-Deferred exploration expendituresGeological and field expenses136,519-Drilling389,780-Assaying19,887-Engineering and consulting64,385-610,571-Total686,041-Balance Forward$1,326,737$822,840










- See Accompanying Notes -

---



|Freegold Ventures Limited
(An Exploration Stage Company) | Schedule
|-------------------------------------------------------- | --------
|Consolidated Schedules of Mineral Property Costs        
|For the Years Ended 31 December                          |         
|Canadian Funds                                           |         
|                                                         |         









20042003Balance Carried Forward$1,326,737$822,840General Exploration and Property ExaminationsEngineering and consulting51,25115,414Geological and field expenses9,7423,110Assaying-193Total60,99318,717Costs for the Year1,387,730841,557Balance - Beginning of year6,910,0176,087,177Write-off of mineral property costs(788,376)(18,717)Balance - End of Year$7,509,371$6,910,017














- See Accompanying Notes -

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





1.

Significant Accounting Policies



a)

Consolidation



These consolidated financial statements include the accounts of the Companys wholly owned subsidiaries, Freegold Recovery, Inc. USA, Ican Minerals, Inc. ("Ican") and Canu Resources, Inc. ("Canu").  All subsidiaries are U.S. corporations which are involved in mineral property exploration.  They have been accounted for under the purchase method.



b)

Cash and Cash Equivalents



For purposes of reporting cash flows, the Company considers cash and cash equivalents to include amounts held in banks and highly liquid investments with remaining maturities at point of purchase of 90 days or less.  The Company places its cash and cash equivalents with institutions of high-credit worthiness.



c)

Portfolio Investments



Portfolio investments are recorded at the lower of cost or market value.  Portfolio investments are written down to market value when the decline in market value is deemed to be other than temporary.



d)

Mineral Properties and Deferred Exploration Expenditures



The Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable.



Mineral exploration and development costs are capitalized on an individual prospect basis until such time as an economic ore body is defined or the prospect is abandoned.  Costs for a producing prospect are amortized on a unit-of-production method based on the estimated life of the ore reserves, while those costs for the prospects abandoned are written off.



The recoverability of the amounts capitalized for the undeveloped mineral properties is dependent upon the determination of economically recoverable ore reserves, confirmation of the Company's interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof.



All mineral properties are assessed on a regular basis to determine whether permanent impairment of value has occurred.  A property will be written off at the time that exploration results indicate no further work is warranted.  A property will be written down to net realizable value of proven and probable reserves, as reserve values are determined.



Title to mineral properties involves inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently unreliable conveyancing history characteristic of many mineral properties.  The Company has investigated title to all of its mineral properties and, to the best of its knowledge, all of its properties are in good standing.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





1.

Significant Accounting Policies - Continued



e)

Asset Retirement Obligation



Effective 1 January 2004, the Company adopted the recommendations of CICA Handbook Section 3110, Asset Retirement Obligations.  This new section requires recognition of a legal liability for obligations relating to retirement of property, plant, and equipment, and arising from the acquisition, construction, development, or normal operation of those assets.  Such asset retirement cost must be recognized at fair value when a reasonable estimate of fair value can be estimated, in the period in which it is incurred, added to the carrying value of the asset, and amortized into income on a systematic basis over its useful life.



There is no material impact on the financial statements resulting from the adoption of Section 3110 either in the current or prior years presented.



f)

Amortization



The Company provides for amortization on its property, plant and equipment at 20% - 45% on a declining balance method.  One half of the rate is applied in the year of acquisition.



g)

Share Capital



i)

The proceeds from the exercise of stock options, warrants and escrow shares are recorded as share capital in the amount for which the option, warrant or escrow share enabled the holder to purchase a share in the Company.



ii)

Share capital issued for non-monetary consideration is recorded at an amount based on fair market value.



h)

Stock-Based Compensation



The Company adopted the recommendations of CICA Handbook Section 3870, stock-based compensation and other stock-based payments, effective to all awards granted on or after 
1 January 2002. This established standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services.



As encouraged by CICA Handbook Section 3870 the Company has enacted prospectively early adoption of the fair value based method of accounting for awards issued to employees for the fiscal year beginning 1 January 2003.



The new standard requires that all stock-based awards made to employees and non-employees be measured and recognized using a fair value based method.  In the fiscal year 2002, stock-based compensation expense was only recognized when stock-based compensation awards were made to non-employees, while pro-forma disclosure was acceptable for awards made to employees.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





1.

Significant Accounting Policies - Continued



i)

Loss per Share



Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the year.  The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share.  The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the "if converted" method.  The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the treasury stock method.



j)

Income Taxes



Income taxes are accounted for using the asset and liability method.  Future taxes are recognized for the tax consequences of "temporary differences" by applying enacted or substantively enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and tax basis of existing assets and liabilities.  The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.  In addition, the method requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than not.



k)

Foreign Currency Translation



The accounts of the Company's foreign operations have been translated into Canadian dollars as follows:



- Monetary assets and liabilities at year-end rates,
- All other assets and liabilities at historical rates, and
- Revenue and expense and exploration and development items at the average rate of exchange prevailing during the year.



Exchange gains and losses arising from these transactions are reflected in income or expense in the year that they occur.



l)

Management's Estimates



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods.  Actual results could differ from those estimates.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





1.

Significant Accounting Policies - Continued



m)

Flow-Through Shares



During the year, the Company adopted the new recommendations of the Emerging Issues Committee relating to flow-through shares effective for all flow-through agreements dated after 
19 March 2004.  Canadian Income Tax Legislation permits an enterprise to issue securities referred to as flow-through shares, whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures.  When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective tax rate) thereby reducing share capital.



If a company has sufficient unused tax losses and deductions (losses) to offset all or part of the future income tax liabilities and no future income tax assets have been previously recognized on such losses, a portion of such unrecognized losses (losses multiplied by the effective corporate tax rate) is recorded as income up to the amount of the future income tax liability that was previously recognized on the renounced expenditures.





2.

Fair Value of Financial Instruments



The Companys financial instruments consist of cash and cash equivalents, amounts and advances receivable, portfolio investments, restricted cash flow-through, accounts payable, amounts due to related parties, and option payment settlement.  Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments.  The fair value of these financial instruments approximates their carrying value due to their short-term maturity or capacity of prompt liquidation.



The Company is exposed to currency risk on its acquisition and exploration expenditures on its U.S. properties since it has to convert Canadian dollars raised through equity financing in Canada to US dollars.  The Companys expenditures will be negatively impacted if the U.S. dollar increase versus the Canadian dollar.





---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 





3.

Portfolio Investments



Details are as follows:

20042003Number of
Shares% OwnedBook ValueMarket ValueBook ValuePacific North West Capital Corp. (PFN)400,4001.3%$139,679$196,196$111,756CanAlaska Ventures Ltd. (CVV)332,4000.8%77,032147,91863,223Quaterra Resources Inc. (Quaterra)----1,500$216,711$344,114$176,479




The above investments have been accounted for using the cost method.  PFN, CVV and the Company are companies with certain directors in common.  During the year, the Company had a net gain on sale of investments of $30,570 (2003 - $66,591) of which a gain of $Nil (2003 - $48,305) was due to the sale of PFN shares, a gain of $15,420 (2003 - $Nil) was due to the sale of CVV shares and a gain of $15,150 (2003 - $18,286) was due to the sale of Quaterra shares.  The maximum percentage owned of PFN or CVV by the Company at any time during the year was less than 2% (2003  less than 2%).





4.

Mineral Property Costs



Details are as follows:



AcquisitionDeferred ExplorationWrite-off of Mineral Property CostsTotal
2004Total
2003Golden Summit Property$302,284$4,633,848$-$4,936,132$4,883,969Union Bay Property110,65887,305-197,963235,063Rob Property475,075128,276-603,351551,723Yeager Property430,900-(430,900)-291,500Rainbow Hill Property54,48219,031(73,513)--Liberty Bell Property30,0154,457-34,47230,015Almaden Property646,15071,631-717,781670,548PGM Properties98,650148,549-247,199247,199Eskay Rift Property47,903175,067(222,970)--Grew Creek Property75,470610,571-686,041-Duke Property10,00076,432-86,432-General Exploration-60,993(60,993)--$2,281,587$6,016,610$(788,376)$7,509,371$6,910,017






---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs - Continued



a)

Golden Summit Property, Alaska, USA



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 100,000 shares of the Company (issued in 1997);
- Issue 100,000 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 500,000 shares.  As at 31 December 2004, the Company had spent approximately US$4,150,000 on the property since 9 May 1997.  Since the Company has expended the next US$1,000,000, the Company allotted 100,000 shares at $0.36 per share being the market price of the Company common stock at 31 December 2004 (100,000 shares issued in 1998, 100,000 shares issued in 1999, 100,000 shares issued in 2001);
- 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 (Note 4a(i-iii)).



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 Funds1992  1998 (US$15,000 per year)$105,000(paid)2000$50,000($25,000 paid in cash and $25,000 with 58,898 treasury shares issued)2001$*50,000(treasury shares issued)2002$50,000(paid)2003$50,000(paid)2004$50,000(paid)2005  2006 (US$50,000 per year)$100,0002007  2019 (US$150,000 per year)$1,950,000




*  This advance royalty payment was settled by issuing 250,000 shares.  These shares were issued during the year ended 31 December 2002.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs - Continued



a)

Golden Summit Property, Alaska, USA - Continued



Underlying Leases - Continued



(i)

Keystone Claims- Continued



An amendment signing bonus of US$50,000 was paid 1 October 2000.  Until 2006, if the Company terminates the agreement prior to 1 April of any year, the Company's obligation will be the completion of any reclamation work.  If the Company terminates the agreement after 1 April of any year, all obligations must be fulfilled for the calendar year in which the option is terminated.  Advance royalty payments may be made in cash, shares or a combination thereof.



During the exploration stage and before commencement of production, the Company is required to incur minimum exploration expenditures of US$50,000 per year from 2000 to 2006 if the average price of gold exceeds US$300 per ounce in the last quarter of each proceeding year, therefore a minimum expenditure of US$50,000 is required for 2005, as the average price of gold during the last three months of 2004 was above US$300 an ounce.  If the work commitment is not met, in whole or part, in any calendar year, the Company must pay the lessor the difference between the value of the work incurred and US$50,000.



The leased property is subject to a 3% NSR.



(ii)

Vetter / McKibben Claims



By lease agreement dated 1 July 1986 and amended 23 July 1991 and 22 September 1997, the Company agreed to make annual advance royalty payments from 1986 to 2003.



During the 1999 fiscal year, the Company terminated the lease agreement and accordingly all direct acquisition costs have been written off.  The lessors made a claim against the Company for US$250,000 plus costs and punitive damages, being the payment due under the lease for 1999.  During the 2001 fiscal year, the dispute was settled.  The Company agreed to pay US$160,000 of which US$100,000 was paid during 2001.  The remaining US$60,000 will be paid over the next four years commencing in fiscal 2002.  As at 
31 December 2004, US$10,800 remains to be paid in 2005.



(iii)

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).  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, less all advance royalty payments made.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs - Continued



a)

Golden Summit Property, Alaska, USA - Continued



Underlying Leases - Continued



(iv)

Tolovana Claims



During the year, the Company entered into an agreement with a third party (the Seller) whereby the seller will transfer 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 will assume 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.



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, a 2.0% NSR is in effect.  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 (paid)on signing and will issue 400,000 shares on regulatory approval (issued). 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.



(v)

Meridian Gold Option and Joint Venture



During the year, the Company entered into an option and joint venture agreement with Meridian Gold Company (Meridian) with regard to the Gold Summit Project.



Under the agreement, the Golden Summit Project has been divided into three project areas; Areas A, B and C.  Meridian may earn up to a 70 percent interest in Areas A and B, by financing and placing the project into commercial production.



To earn a 50% interest in Areas A and B, Meridian, at its own option must make payments, subscribe to the Companys shares and incur exploration expenditures as follows:



Subscribe for Company SharesCash Payments US FundsIncur Exploration Expenditures US FundsUpon execution of the agreement
(shares subscribed and cash received)* 143,000$40,000$-On or before 31 December 2004200,00075,000** 650,000On or before 31 December 2005-100,000750,000On or before 31 December 2006-175,0001,500,000On or before 31 December 2007--2,100,000343,000$390,000$5,000,000




---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs - Continued



a)

Golden Summit Property, Alaska, USA - Continued



Underlying Leases - Continued



(v)

Meridian Gold Option and Joint Venture - Continued



*

143,000 units at $0.70 per unit consisting of one common share and one non-transferable share purchase warrant.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a purchase price of $1 expiring within 12 months from the date of issuance.



**

The actual exploration expenditures incurred by Meridian as at 31 December 2004 was $757,879.



Meridian also has the right of first refusal for Area C.



Once vested at a 50% interest, Meridian can earn another 10% to increasing its interest to 60% by completing an independent bankable feasibility study.  If the feasibility study identifies reserves in excess of 500,000 ounces of gold, Meridian must pay US$1.00 for every ounce identified.  To earn a 70% interest, Meridian must arrange all financing and put the project into commercial production.



Subsequent to year-end, Meridian terminated the agreement.  The 200,000 shares and $75,000 to be subscribed/received on or before 31 December 2004 was never subscribed/ received.



b)

Yeager Property, Alaska, USA



Pursuant to an agreement dated 9 July 2002 and amended 31 March 2004 and 15 December 2004, the Company has the option to earn a 100% interest in certain mineral claims, in the Fairbanks Mining District, Alaska, known as the Yeager Property.



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



US  FundsShares- Upon execution of the agreement (paid)$12,500-- Earlier of 1 October 2003 and approval date (paid/issued)12,500300,000- On or before 1 July 2003 (issued)-300,000- On or before 1 April 2004 (paid)10,000-- On or before 1 July 2004 (issued)-300,000- On or before 1 April 200510,000-- On or before 1 July 200515,000-- On or before 1 July 200625,000-- On or before 1 July 200750,000-- On or before 1 July 200850,000-$185,000900,000






---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs- Continued



b)

Yeager Property, Alaska, USA- Continued



In addition, the Company must issue an additional 500,000 shares once the Company has expended an aggregate of US$1,000,000 on the property.  The optionor retains a 2% NSR of which the Company may purchase half (1%) for US$1,000,000.



Subsequent to year-end, management has decided not to pursue further exploration on the property.  Accordingly, the associated acquisition and deferred exploration expenditures have been written-off during the year.



c)

Union Bay Property, Alaska, USA



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 Corp. (PFN), a company with certain directors and officers in common, an option to earn a 70% interest in the property.



To earn a 50% interest, PFN, at its option, must subscribe to purchase a private placement of $165,000 (completed in the 2002 fiscal year) and must at its option make cash payments, issue shares and incur exploration expenditures as follows:



PaymentsSharesExploration Expenditures- Within 5 days from approval date (issued)$-30,000$-- 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 200530,000-340,000- On or before 1 July 200630,000-600,000$100,00060,000$1,000,000




Upon vesting with a 50% interest, PFN may elect within 45 days to increase its interest to 60% by completing a feasibility study within 12 months of having vested.  Upon vesting with a 60% interest, PFN may elect within 90 days to earn a 70% interest in the property by placing the property into commercial production within two years of the date of election.  In the event the bankable feasibility study indicates an internal rate of return in excess of 15%, PFN agrees to make cash payments in the amount of $50,000 per year for each year the project is delayed from being placed into commercial production.



PFN is responsible for the annual rents due on the property.  These rental payments shall be made on or before 1 August of each year the agreement is in effect.





---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs- Continued



c)

Union Bay Property, Alaska, USA- Continued



(i)

- Continued



Under an amendment dated 2 April 2003, in the event a major mining company elects to participate in the project before PFN vests with a 50% interest, and subsequently vests with an interest in the property, the Company and PFN shall each, at the time of vesting, be deemed to hold a 50% interest in the property and PFN shall relinquish its right to earn a 60% or 70% interest.  PFN will then issue shares to the value of $100,000 to the Company within 15 days of PFN becoming vested. The shares will be issued at a price equivalent to the volume weighted five-day average price preceding the vesting date.  In addition, PFN will receive 100% of the first US$60,000 received in cash payments from any third party agreement with subsequent payments divided equally between the Company and PFN.



(ii)

Joint Venture Agreement



By agreement dated 21 May 2003 with Lonmin PLC (Lonmin) (a major mining company), the Company and PFN granted Lonmin an option to earn up to a 70% interest in the Union Bay platinum project.  Under the agreement, Lonmin must 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 and 2006 and US$750,000 for each year thereafter.  Lonmin may earn the 70% interest in the project by delivering a full feasibility study.  Upon the decision, by the management committee to proceed to place the project into commercial production, Lonmin will arrange 100% of the required financing on terms acceptable to all parties.  Following commencement of commercial production, the Company and PFN will each repay their share of the exploration costs and contribute pro rata to operating costs.  PFN is the operator of the project during the exploration phase.



d)

Rob Property, Alaska, USA



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 Good Paster 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 FundsShares- Upon execution of the agreement (paid)$7,000-- Earlier of 1 September 2002 and approval date (paid/issued)7,000500,000- On or before 1 July 2003 (paid/issued)2,500500,000- On or before 1 July 2004 (paid)2,500-- On or before 1 July 20052,500-- On or before 1 July 20062,500-- On or before 1 July 20072,500-- On or before 1 July 20082,500-$29,0001,000,000


---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs- Continued



d)

Rob Property, Alaska, USA- Continued



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 200515,000- On or before 1 December 200620,000- On or before 1 December 200725,000$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 ($88,778 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 OunceAnnual Royalty PaymentLess than US$350US$30,000US$350 to US$400US$40,000More than US$400US$50,000




The vendor shall retain an NSR, which shall vary according to the London gold price for the preceding six-month period as follows:  1% for gold price 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.



The vendor retains a 1% NSR which the Company may purchase for US$1,000,000.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs- Continued



e)

Rainbow Hill Property, Alaska, USA



By agreement dated 28 August 2003 the Company can acquire, from CVV, a company with certain directors and officers in common, up to a 65% interest in certain mineral claims known as the Rainbow Hill Property located in Valdez Mining District central Alaska.  To acquire a 50% interest in the property, the Company must, at its option, complete the following:



Issue SharesCash PaymentsIncur Exploration ExpendituresUpon execution of the agreement (paid)-$10,000$-Within 5 days of regulatory approval (issued)50,000--On or before 31 December 2003 (paid)-20,00010,000On or before 31 December 2004 *-30,000150,000On or before 28 May 200550,000--On or before 31 December 2005-50,000250,000On or before 28 May 200650,000--On or before 31 December 2006-50,000450,000On or before 28 May 200750,000--On or before 31 December 2007--550,000On or before 28 May 200850,000--On or before 31 December 2008--590,000On or before 28 May 200950,000--300,000$160,000$2,000,000




The Company will be the operator of the project and is responsible for the annual rents due on the property.  Once vested, the Company may increase its interest to 60% by completing a feasibility study within two years.  An additional 5% may be earned by commencing commercial production two years after a positive feasibility study.  In the event that a bankable feasibility study indicates an internal rate of return in excess of 15%, the Company will be required to make cash payments of $250,000 per year for each year the project is not put into commercial production.



In the event that a major mining company (Major) elects to participate in the project before the Company vests with a 50% interest (with the Company having expended less that US$1,000,000), the Company will issue up to 1,000,000 shares to CVV.  In the event that a Major elects to participate in the project before the Company vests with a 50% interest, and after the Company expended US$1,000,000 but before expending US$2,000,000, the Company will issue up to 750,000 shares to CVV.



*

During the year, the Company terminated this agreement.  The $30,000 cash payment due on 31 December 2004 was not paid.  Accordingly, all costs associated with the property have been written off.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs- Continued



f)

Liberty Bell Property, Alaska, USA



The Company acquired by staking 48 one hundred sixty-acre state mining claims plus 46 forty-acre state mining claims in the Bonnifield Mining District, Nenana Recording District, Alaska.



g)

Almaden Property, Washington County, Idaho, USA



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 are 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] and the remaining US$18,000 is 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$414,000.



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. ("Ican") and Canu Resources, Inc. ("Canu") 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 issued Company shares are subject to a voluntary pooling and voting agreement. Using the recent purchase price as the imputed value, management, for conservative purposes, wrote down the Almaden Property to $576,648 in 2001.



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.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs- Continued



h)

PGM A Property, Sudbury Region, Ontario, Canada



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 the 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, issuance of 20,000 PFN shares 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.



i)

Grew Creek Property, Yukon Territory, Canada



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 SharesCash PaymentsIncur Exploration ExpendituresUpon signing the letter agreement (paid)-$5,000$-Within 5 days of regulatory approval (issued/paid)50,00035,000-On or before 27 May 200550,00045,00075,000On or before 27 May 200650,00065,000150,000On or before 27 May 200750,00075,000325,000On or before 27 May 2008-80,000450,000On or before 27 May 2009--500,000200,000$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.  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.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





4.

Mineral Property Costs- Continued



j)

Eskay Rift Property, British Columbia, Canada



During the year, the Company acquired, by staking, a 100% interest in 440 claim units in the Kiniskan area of northern British Columbia.



Subsequent to year-end, management has decided not to pursue further exploration on the property.  Accordingly, the associated acquisition and deferred exploration expenditures have been written-off during the year.



k)

Duke Property, British Columbia, Canada



By agreement dated 21 October 2004 and amended 24 December 2004 the Company can acquire, from a third party (the Optionor), up to a 70% interest in certain mineral claims known as the Duke Property located in Merritt, British Columbia.  To acquire a 51% interest in the property, the Company must, at its option, complete the following:



Issue SharesCash PaymentsCumulative Exploration ExpendituresUpon receipt of drill permits (paid)-$10,000-Upon receipt of regulatory approval25,000--On or before 31 May 200525,000--On or before 1 October 2005--100,000On or before 21 October 200550,000--On or before 1 October 2006--350,000On or before 1 October 2007--750,000100,000$10,000




Upon written notification of completion of the exploration expenditures, cash payments and share issuances set out above, the Company shall vest with a 51% interest in the project.  The Company may further elect, within 120 days of the notification date of vesting with a 51% interest, to increase its interest to 70% by paying an additional $150,000 and the Company at its sole election may pay up to 50% of the $150,000 in shares and incurring an additional $1,000,000 in exploration expenditures within three years of the election date.



The Company will act as operator of the property; the Company may terminate this agreement at any time within 30 days written notice upon completing the $100,000 exploration expenditure and the $10,000 payment.



This agreement is subject to regulatory approval.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





5.

Property, Plant and Equipment



Details are as follows:



CostAccumulated Amortization2004
Net Book Value2003
Net Book
ValueAutomotive equipment$32,744$(32,744)$-$574Office equipment181,736(143,840)37,89633,253$214,480$(176,584)$37,896$33,827






6.

Related Party Transactions



Except as noted elsewhere in these consolidated financial statements, related party transactions are as follows:



a)

As at 31 December 2004, amounts due to related parties consists of $20,960 (2003 - $NIL) owing to a company controlled by a director and officer.  These amounts were incurred in the ordinary course of business, are non-interest bearing, unsecured and due on demand.



b)

During the year, management fees of $124,640 (2003 - $124,800; 2002 - $97,290) were paid to a director and officer.



c)

During the year, consulting fees of $40,900 (2003 - $26,876; - 2002 - $7,814) were paid to an officer.



d)

During the year, accounting fees of $41,713 (2003 - $35,315; 2002 - $600) were paid to an officer.



e)

During the year, rent of $40,015 (2003 - $40,015; 2002 - $40,015) was paid to a company controlled by a director and officer.



f)

During the year, consulting fees of $Nil (2003 - $34,900; 2002 - $34,500) were paid to a director.





7.

Share Capital



a)

By a Special Resolution passed 14 June 2001, the Company changed its name from International Freegold Mineral Development Inc. to Freegold Ventures Limited.  The Company also consolidated its share capital on a one new share for four old shares basis.  The authorized share capital of the Company was increased to 100,000,000 common shares without par value.



All shares shown in these financial statements are presented on a post-consolidation basis for consistency purposes.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





7.

Share Capital - Continued



b)

Private Placements



During the year, the Company issued 2,713,000, units through private placements for gross proceeds of $1,128,100 as follows:



i)

143,000 units at $0.70 per unit consisting of one common share and one non-transferable share purchase warrant for gross proceeds of $100,100.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a purchase price of $1.00 expiring 15 April 2005.



ii)

2,570,000 flow-through units at $0.40 per unit for gross proceeds of $1,028,000.  Each unit consists of one flow-through common share and one-half of one non-transferable, non-flow-through share purchase warrant, each whole warrant entitles the holder to purchase one additional common share of the Company for a period of 12 months from the closing date at a price of $0.50 per warrant share. A finders fee of 7% was paid of which $35,000 was cash and 87,500 were shares.  Agents whose participation exceeded $125,000 received additional agents warrant entitling the agent to purchase one additional common share of the Company at a purchase price of $0.50 for a period of 12 months.  Therefore, 250,000 agents warrants were issued.



During the prior year, the Company issued 10,674,097 special warrants and/or units through private placements for gross proceeds of $4,975,710 as follows:



i)

1,038,860 units consisting of one common share and one non-transferable share purchase warrant for gross proceeds of $418,877.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.45 for non-arms-length parties and $0.50 for arms-length parties expiring 18 July 2004.  A total of 203,659 units were purchased by related parties.



ii)

1,989,500 special warrants converted to one common share and one-half non-transferable share purchase warrant for gross proceeds of $895,275.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.55 expiring 20 September 2004.



iii)

255,697 special warrants converted to one common share and one-half non-transferable share purchase warrant for gross proceeds of $117,544.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.49 for non-arms-length parties and $0.55 for arms-length parties expiring 5 December 2004. A total of 62,000 units were purchased by related parties.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





7.

Share Capital- Continued



b)

Private Placements- Continued



iv)

3,977,232 units consisting of one common share and one-half non-transferable share purchase warrant for gross proceeds of $1,789,754.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.55 expiring 21 October 2004. A total of 806,121 units were purchased by companies controlled by related parties.  The Company issued 122,800 units as a finders fee to a third party for this placement.



v)

1,383,999 units consisting of one common share and one-half non-transferable share purchase warrant for gross proceeds of $622,800.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.55 expiring 
21 November 2004.



vi)

838,333 units consisting of one common share and one-half non-transferable share purchase warrant for gross proceeds of $381,460.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.55 expiring 21 November 2004. A total of 42,100 units were purchased by related parties.



vii)

1,190,476 flow-through units consisting of one flow-through common share and one-half non-flow-through, non-transferable share purchase warrant for gross proceeds of $750,000.  Each whole warrant entitles the holder to purchase one additional common share of the Company at a price of $0.70 expiring 18 December 2004.  The Company issued 51,890 units as a finders fee to third parties for this placement.



c)

Flow-Through Shares



Flow-through shares are shares issued by a Company that incurs certain resource expenditures and then renounces them for Canadian tax purposes.  This allows the expenditures to flow through to the subscriber for tax purposes.  The subscribers may in turn claim the expenditure as a deduction on their personal or corporate tax returns.



The total amount of funds raised through the issuance of flow-through shares must be spent on qualifying mineral exploration.  The use of proceeds from flow-through shares is restricted to certain Canadian Exploration Expenditures under Canadian Income Tax Legislation.  Restricted Cash  Flow-Through represents funds that have not been spent as at the balance sheet date.



d)

Exercise of Warrant and Options



i)

During the year, Nil (2003 - 190,839) warrants were exercised for gross proceeds of $Nil (2003 -$87,028).



ii)

During the year, 25,000 (2003 - 60,000) options were exercised for gross proceeds of $12,000 (2003 -$30,000).



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





7.

Share Capital- Continued



e)

Share Purchase Warrants



As at 31 December 2004, the following share purchase warrants are outstanding:



NumberPrice per ShareExpiry Date25,000$0.4719 January 2005***25,000$0.4719 February 200525,000$0.4719 March 2005143,000$1.0015 April 200512,500$0.4719 April 20051,164,286$0.6018 May 2005994,750$0.551 June 2005**160,222$0.501 June 2005**96,848$0.551 June 2005**1,861,057$0.551 June 2005**61,400$0.551 June 2005**398,116$0.551 June 2005**691,998$0.551 June 2005**620,238$0.701 June 2005**25,000$0.471 June 2005**207,600$0.551 June 2005**374,625$0.5017 June 2005*1,366,500$0.605 July 2005474,471$0.5018 July 2005*325,000$0.5020 December 200562,500$0.5020 December 2005187,500$0.5020 December 2005960,000$0.5023 December 200510,262,611




*

During the year, the expiry date of 849,096 warrants exercisable at $0.50 were extended for an additional one year.



**

During the year, the expiry date of 5,117,229 warrants exercisable for prices from $0.47 to $0.55 was extended until 1 June 2005.



***

Expired subsequent to year-end.



f)

Share Purchase Options



The Company has established a share purchase option plan whereby the board of directors, may from time to time, grant options to directors, officers, employees or consultants to a maximum of 5,258,341 options.  Options granted must be exercised no later than five years from date of grant or such lesser period as determined by the Companys board of directors.  The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant date.  Options vest upon the discretion of the Board of Directors.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





7.

Share Capital- Continued



f)

Share Purchase Options- Continued



A summary of the Companys options at 31 December 2004 and the changes for the year are as follows:



Number
Outstanding
31 December
2003GrantedExercisedCancelledExpiredNumber
Outstanding
31 December
2004Exercise
Price
Per ShareExpiry Date160,000--(20,000)-140,000$0.5011 February 2005324,500--(10,000)-314,500$0.5028 February 200520,000--(12,500)-7,500$0.505 May 2005975,000----975,000$0.5031 December 2007100,000---(100,000)-$0.251 July 20041,300,000-(25,000)(115,000)1,160,000$0.4810 September 2008100,000----100,000$0.251 July 2007-120,000-(30,000)-90,000$0.5510 February 2007-50,000---50,000$0.311 July 2007-100,000---100,000$0.251 July 2007-2,000,000---2,000,000$0.40/$0.505 November 20092,979,5002,270,000(25,000)(187,500)(100,000)4,937,000




Effective 1 January 2003, the company adopted the recommendations of CICA Handbook Section 3870, Stock-based compensation (Note 1h).  The new standard requires that stock-based awards made to employees and non-employees are to be measured and recognized using a fair value based method.



During the year, the Company extended the expiry dates for the 100,000 stock options exercisable at $0.25 previously granted to a consultant of the company for an additional three years to 1 July 2007.  For the options that had alteration in their conditions, compensation expense is based on the fair value of the options on the alteration date less the fair value of the original options based on the shorter of the remaining expanded life of the old option or the expected life of the modified option. The total additional fair value of the options extended was calculated to be $6,000.  This amount was recorded in the Company accounts during the year as stock-based compensation expense.  The offsetting entry is to share capital.



During the year, the Company granted options to purchase up to 120,000 shares of the Companys stock to non-employees of the Company at an exercise price of $0.55 per share.  Of these options, 30,000 were cancelled approximately two months after the grant date. The estimated total fair value of the 90,000 options is $ 21,700 on the grant date.  This amount was recorded in the Company accounts during the year as stock-based compensation expense.  The offsetting entry is to share capital.



During the year, the Company granted options to purchase up to 50,000 shares of the Companys stock to non-employees of the Company at an exercise price of $0.31 per share.  The estimated total fair value of the 50,000 options is $ 6,600 on the grant date.  This amount was recorded in the Company accounts during the year as stock-based compensation expense.  The offsetting entry is to share capital.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





7.

Share Capital- Continued



f)

Share Purchase Options- Continued



During the year, the Company granted options to purchase up to 2,000,000 shares of the Companys stock of the Company at an exercise price of $0.40 in years 1, 2 and 3 and  $0.50 in years 4 and 5 per share.  Of these options, 525,000 options were granted to directors and officers of the Company and the remaining 1,475,000 were granted to non-employees.  The total estimated fair value of the 2,000,000 options is $427,000.  Since the options were granted under a graded vesting schedule, $127,000 ($33,338 to directors and officers and $93,662 to non-employees) of the total fair value has been recorded in the Company accounts as stock-based compensation expenses during the year.  The offsetting entry is to share capital.



During the prior year, the Company granted options to purchase up to 750,000 shares of the Companys stock to non-employees of the company at an exercise price of $0.25 to $0.48 per share, with an estimated total fair value of $208,200 on the grant date.  Since the options were granted under a graded vesting schedule, $87,903 of the fair value has been recorded in the Company accounts as stock-based compensation expenses during the current year as consulting fees (2003 - $120,297).  The offsetting entry is to share capital.



During the prior year, the Company granted and/or amended options to purchase up to 750,000 shares of the Companys stock to directors and officers of the Company at an exercise price of $0.48 per share, with an estimated total fair value of $250,000 on the grant date.  Since the options were granted under a graded vesting schedule, $108,947 of the total fair value has been recorded in the Company accounts during the current year as stock-based compensation expenses (2003 - $141,053).  The offsetting entry is to share capital.



The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:



20042003Expected dividend yield0.00%0.00%Expected stock price volatility73.52%89.54%Risk-free interest rate3.75%3.70%Expected life of options4.8 years4.5 years




---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





7.

Share Capital - Continued



f)

Share Purchase Options - Continued



Option pricing models require the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Companys stock options.



g)

Escrow Shares



During the prior year, 15,651 shares were released from escrow.  No further shares are held in escrow.



h)

Performance Shares



During the year, 1,314,585 performance shares were reserved for issue.  At the discretion of the Board, these shares may be issued to such arms length parties as the Board considers desirable to attract to the Company.





8.

Income Taxes



The Company has incurred certain mineral property related expenditures of approximately $1,799,000 in Canada, which may be carried forward indefinitely and are available to offset future taxable income.



The Company has non-capital losses for Canadian tax purposes of approximately $3,958,000, which are available to offset future taxable income.  These losses may be carried forward and expire as follows:



Amount2005$830,0002006550,0002009480,0002010999,00020141,099,000$3,958,000




---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





8.

Income Taxes- Continued



The Company has net operating loss carryovers for US tax purposes of approximately US$16,115,500, which are available to offset future taxable income.  These losses may be carried forward and expire as follows:



Amount
(US Funds)2009$89,000201029,00020114,00020131,770,00020148,334,00020203,061,00020212,807,00020221,100202320,400$16,115,500




The potential future tax benefits of these expenditures and tax losses have not been recognized in these consolidated financial statements.



Future Income Tax Recovery



During the current year, flow-through shares totalling $1,028,000 were issued, which funds are required to be spent on certain Canadian Exploration Expenditures.  Because the Company no longer has the ability to use the expenditures for tax purposes, the Company is required to record a future tax liability which is equal to the renunciation, times the corporation tax rate when expenditures are renounced.  However, because the Company has unused tax losses and resource pools in excess of the renunciation, the future tax liability becomes a future income tax recovery.





---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





9.

Segmented Information



Details on a geographic basis as at 31 December 2004 are as follows:



USA.CanadaTotalAssets$6,601,475$3,841,182$10,442,657Mineral property costs$6,489,699$1,019,672$7,509,371Loss for the year$(447,510)$(1,205,211)$(1,652,721)




Details on a geographic basis as at 31 December 2003 are as follows:



USA.CanadaTotalAssets$5,996,781$4,562,455$10,559,236Mineral property costs$6,634,818$274,199$6,910,017Loss for the year$(6,200)$(1,171,723)$(1,177,923)




Details on a geographic basis as at 31 December 2002 are as follows:



USA.CanadaTotalAssets$5,844,629$476,768$6,321,397Mineral property costs$5,839,978$247,199$6,087,177Loss for the year$(1,348)$(786,653)$(788,001)






10.

Commitments



By agreement dated 1 July 2001 and amended 8 November 2001, the Company entered into a five-year lease for premises with a Company controlled by a director and officer.  Minimum basic rent is as follows:



|2005 | $ | 12,636
|---- | - | ------



In addition to the basic rent, the Company is responsible for its proportionate share of property taxes and operating costs.  Total basic rent paid during the current year was $25,272 (2003 - $25,272).



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")



These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada.  Except as set out below, these financial statements also comply, in all material aspects, with accounting principles generally accepted in the United States and the rules and regulations of the Securities Exchange Commission.



a)

Under Canadian GAAP, the mineral properties are carried at cost and written off or written down if the properties are abandoned, sold or if management decides not to pursue the properties.  Under United States GAAP, the Company would periodically review and obtain independent reports in determining adjustments to the mineral properties and record properties at net realizable value.  The Company has not yet obtained an independent report for United States GAAP purposes, therefore, the Companys mineral property costs have been written off.



b)

Under United States GAAP, stock compensation expense is recorded, as shares held in escrow become eligible for release, at the market value of the shares at that time.  Under Canadian GAAP, no value is attributed to such shares released and no compensation expense is recorded.  The shares held in escrow were performance shares which were issued to certain directors who reorganized the Companys business affairs and raised financing sufficient to fund the Companys business plan.



c)

Under United States GAAP, investments available for sale are recorded at market value.  The difference between the market value and the cost of the investment is recorded as a separate shareholder equity category named comprehensive income.  Once the investment is sold, the comprehensive income for that investment is cleared out to income.  Under Canadian GAAP, investments held for re-sale are recorded at the lower of cost or market.  There is no comprehensive income category in Canada.



d)

Under United States GAAP, adjustments arising from foreign currency translations are deferred until realization and are included as a separate component of shareholders equity as a component of comprehensive income or loss.  Therefore, translation adjustments are not included in determining net income but reported as other comprehensive income.  Under Canadian GAAP, translation adjustments are included in net income.  There is no comprehensive income category in Canada.



e)

Under Canadian income tax legislation, corporations are permitted to issue shares whereby the corporation agrees to incur qualifying expenditures as defined under the Canadian Income Tax Act, and renounce the related income tax deductions to the investors.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") -Continued



e)

- Continued



In March, 2004, the Canadian Institute of Chartered Accountants (CICA) released EIC  146 Flow-Through Shares, which requires the future income tax liability resulting from the timing differences on exploration expenditures renounced to investors and the resulting draw down of such future income tax liability be recorded as a credit to income upon renunciation of the exploration expenditures by the Company.  EIC  146 is effective for all flow-through share transactions initiated after March 19, 2004.



U.S. GAAP requires the premium or discount from the market trading price at the time an irrevocable agreement to issue the flow-through shares exists, to be accounted for separately on the balance sheet.  At the time the expenditures are renounced, the previously recorded premium or discount is reversed and offset against the tax provision on the income statement, and the deferred income tax liability on the balance sheet recorded.  During the years presented, there were no GAAP differences.



f)

The impact of the above differences between Canadian and United States GAAP on loss for the period is as follows:



Cumulative Amounts from
22 July 1985 to
31 December
2004Year Ended
31 December
2004Year Ended
31 December
2003Year Ended
31 December
2002Loss for the period as reported$(20,138,938)$(1,652,721)$(1,177,923)$(788,001)Stock compensation expense(244,404)---Write-off of mineral property costs(7,509,371)(599,354)(822,840)(817,418)Foreign exchange adjustment(35,897)(13,520)(22,377)-Loss for the period in accordance with   United States GAAP$(27,928,610)$(2,265,595)$(2,023,140)$(1,605,419)




Year Ended
31 December
2004Year Ended
31 December
2003Year Ended
31 December
2002Primary loss per share for the year in accordance with United States GAAP$(0.08)$(0.11)$(0.14)






---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 
|                                                         | 





11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP") -Continued



g)

The impact of the above differences between Canadian and United States GAAP on the deficit, as reported, is as follows:



Cumulative
Amounts from
22 July 1985 to
31 December
2004Year Ended
31 December
2004Year Ended
31 December
2003Year Ended
31 December
2002Deficit - As reported$(21,104,497)$(21,104,497)$(19,396,866)$(17,946,772)Stock compensation expense(244,404)(244,404)(244,404)(244,404)Write-off of mineral property costs(7,509,371)(7,509,371)(6,910,017)(6,087,177)Share issuance costs965,559965,559910,649638,478Foreign exchange adjustment(35,897)(35,897)(22,377)-Deficit in accordance with United States GAAP$(27,928,610)$(27,928,610)$(25,663,015)$(23,639,875)






---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 









11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")- Continued



h)

The impact of the above differences between Canadian and United States GAAP on the statement of changes in shareholders equity, as reported, is as follows:



Common SharesNumberAmountDeficitComprehensive IncomeTotalShareholders equity balance as reported at 31 December 200214,367,079$24,144,016$(17,946,772)$-$6,197,244Stock compensation expense-244,404(244,404)--Write-off of mineral property costs--(6,087,177)-(6,087,177)Share issuance costs-(638,478)638,478--Investments held for re-sale---101,341101,341Shareholders equity in accordance with United States GAAP at 31 December 200214,367,079$23,749,942$(23,639,875)$101,341$211,408Shareholders equity balance as reported at 31 December 200326,266,705$29,834,104$(19,396,866)$-$10,437,238Stock compensation expense-244,404(244,404)--Write-off of mineral property costs--(6,910,017)-(6,910,017)Share issuance costs-(910,649)910,649--Investments held for re-sale---288,129288,129Foreign exchange adjustment--(22,377)22,377-Shareholders equity in accordance with United States GAAP at 31 December 200326,266,705$29,167,859$(25,663,015)$310,506$3,815,350Shareholders equity balance as reported at 31 December 200429,992,205$31,269,386$(21,104,497)$-$10,164,889Stock compensation expense-244,404(244,404)--Write-off of mineral property costs--(7,509,371)-(7,509,371)Share issuance costs-(965,559)965,559--Investments held for re-sale---127,403127,403Foreign exchange adjustment--(35,897)35,897-Shareholders equity in accordance with United States GAAP at 31 December 200429,992,205$30,548,231$(27,928,610)$163,300$2,782,921








---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 









11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")- Continued



i)

New Accounting Pronouncements



In June 2001, the FASB issued SFAS No. 141, Business Combinations.  SFAS No. 141 mandates the purchase method of accounting for all business combinations initiated after 
30 June 2001.  In addition, SFAS No. 141 addresses the accounting for intangible assets and goodwill acquired in business combinations completed after 30 June 2001.  The Company adopted SFAS No. 141, as required, with no material impact on its financial statements.



In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, which revises the accounting for purchased goodwill and other intangible assets.  Under SFAS No. 142, goodwill and other intangible assets with indefinite lives will no longer be systematically amortized into operating results.  Instead, each of these assets will be tested, in the absence of an indicator of possible impairment, at least annually, and upon an indicator of possible impairment, immediately. The Company adopted SFAS No. 142, as required, on 1 January 2002, with no material impact on its financial statements.



In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations".  SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is a cost by increasing the carrying amount of the related long-lived asset.  Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related obligation for its recorded amount or incurs a gain or loss upon settlement.  The Company adopted SFAS No. 143, as required, on 1 January 2003, with no material impact on its financial statements.



In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets.  SFAS No. 144 was issued to resolve certain implementation issues that had arisen under SFAS No. 121.  Under SFAS No. 144, a single uniform accounting model is required to be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and certain additional disclosures are required.  The Company adopted SFAS No. 144, as required, with no material impact on its financial statements.



In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.  SFAS No. 145 updates, clarifies and simplifies existing accounting pronouncements, by rescinding SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect.  As a result, the criteria in APB No. 30 will now be used to classify those gains and losses.  Additionally, SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions.  Finally, SFAS No. 145 also makes technical corrections to existing pronouncements.  While those corrections are not substantive in nature, in some instances, they may change accounting practice.  The Company adopted the provisions of SFAS No. 145 that amended SFAS No. 13, as required, on 15 May 2002 for transactions occurring after such date with no material impact on its financial statements.  The Company adopted the remaining provisions of SFAS No. 145, as required, on 1 January 2003, with no material impact on its financial statements.



---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 









11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")- Continued



i)

New Accounting Pronouncements- Continued



In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities.  SFAS No. 146 was issued to address the financial accounting and reporting for costs associated with exit or disposal activities, unless specifically excluded.  SFAS No. 146 requires that a liability for a cost associated with a covered exit or disposal activity be recognized and measured initially at its fair value in the period in which the liability is incurred, except for a liability for one-time termination benefits that is incurred over time.  If employees are not required to render service until they are terminated in order to receive the one-time termination benefits or if employees will not be retained to render service beyond the minimum retention period (as dictated by existing law, statute or contract, or in the absence thereof, 60 days), a liability for the termination benefits shall be recognized and measured at its fair value at the communication date.  If employees are required to render service until they are terminated in order to receive the one-time termination benefits and will be retained to render service beyond the minimum retention period, a liability for the termination benefits shall be measured initially at the communication date based on the fair value of the liability as of the termination date.  The liability shall be recognized rateably over the future service period.  SFAS No. 146 also dictates that a liability for costs to terminate an operating lease or other contract before the end of its term shall be recognized and measured at its fair value when the entity terminates the contract in accordance with the contract terms.  A liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the entity is to be recognized and measured at its fair value when the entity ceases using the right conveyed by the contract.  SFAS No. 146 further dictates that a liability for other covered costs associated with an exit or disposal activity be recognized and measured at its fair value in the period in which the liability is incurred.  The Company adopted SFAS No. 146, as required, on 1 January 2003 with no material impact on its financial statements.



In November 2002, the FASB issued FASB interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.FIN 45 requires that a liability be recorded in the guarantors balance sheet upon issuance of certain guarantees.  FIN 45 also requires disclosure about certain guarantees that an entity has issued.  The disclosure requirements of FIN 45 were effective for fiscal years ending after 15 December 2002.  The Company adopted the provisions of FIN 45, as required, on 1 January 2002 with no material impact on its financial statements.



In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure".  SFAS 148 amends SFAS 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal years beginning after 15 December 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after 15 December 2002.  The Company adopted SFAS No. 148, as required, on 1 January 2003 with no material impact on its financial statements.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 









11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")- Continued



i)

New Accounting Pronouncements- Continued



In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of APB No. 51.FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 is effective for all new variable interest entities created or acquired after 31 January 2003.  For variable interest entities created or acquired prior to 1 February 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after
15 June 2003.  The Company adopted the provisions of  FIN 46, as required, with no material impact on its financial statements



On April 30, 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities.".  SFAS 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS 133. The new guidance amends SFAS 133 for decisions made as part of the Derivatives Implementation Group ("DIG") process that effectively required amendments to SFAS 133, and decisions made in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative and characteristics of a derivative that contains financing components. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS 149 is effective for contracts entered into or modified after 30 June 2003 and for hedging relationships designated after 
30 June 2003. The Company adopted SFAS 149, as required, on 1 July 2003, with no material impact on its financial statements.



In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS No. 150 is effective for all financial instruments created or modified after 31 May 2003 and otherwise is effective at the beginning of the first interim period beginning after 15 June 2003.  The Company adopted SFAS 150, as required, on 1 July 2003, with no material impact on its financial statements.



In December 2003, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.  SAB No. 104 revises or rescinds portions of the interpretive guidance included in Tope 13 of the codification of staff accounting bulletins in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations.  The adoption of SAB No. 104 did not have a material effect on the Companys financial statements.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 







11.

Differences Between United States and Canadian Generally Accepted Accounting Principles ("GAAP")- Continued



i)

New Accounting Pronouncements- Continued



In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, Share Based Payment. SFAS 123R is a revision of SFAS No. 123 Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.  SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Employee Stock Ownership Plans.  SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award  the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after 15 June 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after 15 December 2005. For non-public entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after 15 December 2005. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

In December 2004, FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle.  SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after 15 June 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

---



|Freegold Ventures Limited
(An Exploration Stage Company) | 
|-------------------------------------------------------- | 
|Notes to Consolidated Financial Statements               | 
|31 December 2004 and 2003                                | 
|Canadian Funds                                           | 









12.

Comparative Figures



Certain of the comparative figures have been reclassified to conform with the current years presentation.







Form
52-109FT1 - Certification of Annual Filings during Transition Period







I,
Harry Barr, CEO of Freegold Ventures Limited certify that:





1.

I
have reviewed the annual filings (as this term is defined in Multilateral
Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim
Filings) of Freegold Ventures Limited for the period ending December 31, 2004;



2.

Based
on my knowledge, the annual filings do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the circumstances under
which it was made, with respect to the period covered by the annual filings; and



3.

Based
on my knowledge, the annual financial statements together with the other
financial information included in the annual filings fairly present in all
material respects the financial condition, results of operations and cash flows
of the issuer, as of the date and for the periods presented in the annual
filings.





DATED:
March 29, 2005







Per:

"Harry
Barr"



Harry
Barr

Chief
Executive Officer

---

Form
52-109FT1 - Certification of Annual Filings during Transition Period





I,
Gordon Steblin, CFO of Freegold Ventures Limited certify that:





1.

I
have reviewed the annual filings (as this term is defined in Multilateral
Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim
Filings) of Freegold Ventures Limited for the period ending December 31, 2004;



2.

Based
on my knowledge, the annual filings do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the circumstances under
which it was made, with respect to the period covered by the annual filings; and



3.

Based
on my knowledge, the annual financial statements together with the other
financial information included in the annual filings fairly present in all
material respects the financial condition, results of operations and cash flows
of the issuer, as of the date and for the periods presented in the annual
filings.





DATED:
March 29, 2005











Per:

"Gordon
Steblin"



Gordon
Steblin

Chief
Financial Officer