Mr. Terry Tucker reports
KALO GOLD CLOSES OVERSUBSCRIBED $5.38 MILLION PRIVATE PLACEMENT
Kalo Gold Corp. has successfully completed a $5.38-million equity financing. Further to its news releases dated May 12, 2025, and June 16, 2025, the second tranche of the non-brokered private placement of units consisted of the issuance of 26,271,920 units at five cents per unit for gross proceeds of $1,313,596. Including the first and second tranches, the company has issued an aggregate of 107,606,920 units for total gross proceeds of $5,380,346 in connection with the offering.
Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to acquire an additional share at an exercise price of eight cents per share for a period of 24 months from the date of issuance. In addition, the expiry date of the warrants is subject to acceleration if the volume weighted average trading price of the shares on the TSX Venture Exchange (or such other stock exchange where the shares are then listed or quoted) is greater than $0.15 for a period of 20 consecutive trading days, in which case the expiry date of the warrants may be accelerated to a date that is 30 days following the date the company provides notice to the warrant holders, by way of a news release, that the expiry date has been accelerated.
Insider participation
Terry Tucker, chief executive officer and director, Michael Nesbitt, co-founder and director, Kevin Ma, executive vice-president and director, and Cam Grundstrom, co-founder and director, participated in the private placement. The insiders collectively purchased a total of $120,000 of the offering as per the attached table.
Such participation constitutes a related party transaction within Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The issuance to the insiders is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) as the fair market value of the consideration of the securities issued to the related parties did not exceed 25 per cent of the company's market capitalization.
Use of proceeds:
Immediate drill program advancement: The company intends to use the net proceeds to finance its exploration program at the drill-ready Vatu Aurum project:
- Diamond drilling at high-priority epithermal targets where previous work has identified gold pathfinder anomalies and alteration signatures consistent with vertically intact gold systems, including the Dua, Rua, Tolu and Va targets on the Namalau trend, and diatreme and surge deposits within the Qiriyaga complex;
- Continued geological mapping, trenching and drilling along the Namalau, Loma and Buca trends;
- Surface exploration -- including soil sampling, trenching and geological mapping - at Coqeloa and Wainikoro;
- Strategic working capital for sustained operations and market development.
Finders' fees
In connection with the closing of the second and final tranche, the company paid finders' fees to eligible finders, consisting of $25,400 in cash, 592,334 shares and 1,100,334 finders' warrants. Each finder share was issued at a deemed price of five cents per share. Each finder's warrant is exercisable to acquire one share at an exercise price of eight cents per share for a period of 24 months from the date of issuance.
About Kalo Gold Corp.
Kalo Gold is a gold exploration company focused on low-sulphidation epithermal systems in Fiji. The company's 100-per-cent-owned Vatu Aurum project spans 367 square kilometres on Vanua Levu, the northern island of Fiji, within a regionally significant back-arc basin that hosts preserved volcanic and hydrothermal features.
Exploration is centered on the Aurum epithermal field and the adjacent Qiriyaga complex, where multiple structurally controlled gold targets have been identified. Trenching, geochemical sampling and previous drilling have outlined high-level epithermal textures, pathfinder element anomalies and alteration patterns consistent with vertically intact gold systems. Kalo is advancing a systematic exploration program including trenching, mapping and drilling to evaluate the scale and depth potential of these mineralized trends.
We seek Safe Harbor.
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