Mr. Greg Isenor reports
KO GOLD CLOSES DEBT SETTLEMENT
KO Gold Inc. has closed the previously announced debt settlement agreements with certain creditors to settle outstanding debts totalling $493,471.24, including outstanding fees owed to management and contractors. Pursuant to the settlement agreements, the company issued an aggregate of 2,467,356 common shares at a deemed price of 20 cents per common share in full satisfaction of such debts.
The common shares issued pursuant to the settlement agreements are subject to a statutory hold period of four months and one day in accordance with applicable securities laws.
Two insiders of the company participated in the debt settlement, settling an aggregate of $282,871.24 of indebtedness through the issuance of 1,414,356 common shares. Such participation constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company relied on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that the fair market value of the insider participation does not exceed 25 per cent of the company's market capitalization.
Early warning disclosure
In connection with the Debt settlement, Gregory Isenor acquired 794,216 common shares of the company. Immediately prior to the debt settlement, Mr. Isenor beneficially owned and/or controlled 2,638,000 common shares of the company, representing approximately 10.80 per cent of the company's issued and outstanding common shares. As a result of the debt settlement, Mr. Isenor now beneficially owns and/or controls 3,432,216 common shares, representing approximately 12.76 per cent of the company's issued and outstanding common shares.
The shares were acquired for investment purposes. Mr. Isenor may, depending on market and other conditions, increase or decrease his beneficial ownership of the company's securities, whether through market transactions, private agreements or other means, in each case subject to applicable securities laws.
An early warning report will be filed by Mr. Isenor pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and will be available on the company's SEDAR+ profile. Mr. Isenor's early warning report will include disclosure regarding his previously held position and is being filed to remedy an inadvertent prior non-compliance with the early warning requirements.
About KO Gold Inc.
KO Gold is a Canadian junior exploration company listed on the Canadian Securities Exchange under KOG. The company's strategy is to acquire and explore highly prospective gold properties within the Otago gold district in New Zealand, and has a continuing program of permit exploration and drilling. KO Gold presently has four 100-per-cent-owned exploration permits and one exploration permit under application (Carrick Range) within the Otago gold district for a combined land package of 400 square kilometres. The company's Smylers Gold, Hyde and Glenpark EPs are located adjacent to OceanaGold's Macraes gold mine and the Carrick EP hosts the historic Carrick Goldfield which holds promise as a significant gold deposit near Santana Minerals' Bendigo-Ophir gold project. The company also has an NSR on three additional permits including Garibaldi, Raggedy Range and Rough Ridge South totalling 340 square kilometres. KO Gold has on and drilling on its permits in the Otago gold district over the past five years including RC (reverse circulation) and diamond drilling on its Smylers Gold EP.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.