Mr. Anthony Margarit reports

K2 GOLD CLOSES OVERSUBSCRIBED SECOND/FINAL TRANCHE OF PRIVATE PLACEMENT FINANCING

Further to K2 Gold Corp.'s news release dated June 24, 2024, regarding the non-brokered private placement financing of up to 15 million units at a price of 10 cents per unit for gross proceeds to the company of up to $1.5-million, and the news release dated Aug. 15, 2024, announcing closing of the first tranche of the non-brokered private placement financing by way of issuance of 9.5 million units for gross proceeds of $950,000, it has closed the oversubscribed second/final tranche of the offering. Under the second tranche, the company has issued 7,925,000 units for gross proceeds of $792,500.00.

Each unit will consist of one common share in the capital of the company and one non-transferable common share purchase warrant. Each warrant will be exercisable to acquire one share at a price of 30 cents per share for a period of 12 months from the date of issuance subject to an acceleration clause. If the 10-day volume-weighted average trading price of the shares as quoted on the TSX Venture Exchange is equal to or greater than 35 cents at the close of any trading day, then the company may, at its option, accelerate the expiry date of the warrants by issuing a press release announcing that the expiry date of the warrants shall be deemed to be on the 30th day following the issuance of the warrant acceleration press release. All warrants that remain unexercised following the accelerated expiry date shall immediately expire and all rights of holders of such warrants shall be terminated without any compensation to such holder.

K2 intends to use the net proceeds raised from the offering to complete the EIS permitting for the company's Mojave gold project located in Inyo county, California, United States, as well as exploration and general working capital.

The company will pay finders' fees in compliance with the policies of the TSX Venture Exchange and applicable securities legislation, to arm's-length finders in connection with subscriptions from subscribers introduced by them, totalling $46,350.00 and 463,500 warrants exercisable for 12 months from the date of issuance to acquire common shares of the company at an exercise price of 30 cents per share. Finders' warrants have the same terms as the unit warrants.

Closing of the offering is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All securities issued under the offering will be subject to a statutory hold period of four-month hold period in accordance with applicable Canadian securities laws. There are no material facts or material changes regarding the company that have not been generally disclosed.

About K2 Gold Corp.

K2 is a proud member of Discovery Group and currently has projects in Southwest U.S. and Yukon.

The Mojave project is a 5,830-hectare oxide gold project with base metal targets located in California. Multiple previously recognized surface gold targets have been successfully drilled in the past, most notably by Newmont and BHP. Since acquiring the property, K2 has completed geochemical and geophysical surveys, geologic mapping, lidar, a WorldView 3 alteration survey, and successfully completed a 17-hole reverse circulation drill program focused on the Dragonfly and Newmont zones. Highlights from K2's drilling program include 6.68 grams per tonne Au over 45.72 metres from surface at the Dragonfly zone, and 1.69 g/t Au over 41.15 m from 44.20 m depth at the Newmont zone.

The Wels project lies approximately 40 kilometres east of the community of Beaver Creek and 60 km south of Newmont Goldcorp's Coffee deposit discovered by Kaminak Gold Corp. (formerly a Discovery Group company prior to its acquisition by Goldcorp-Newmont). Both the Coffee project and the Wels project lie within the Tintina gold belt, share similar characteristics and are host to structurally controlled gold mineralization within intrusive rocks exhibiting multiple trends of mineralization.

K2's 2023 reverse circulation drilling program at the Wels project intersected gold in every drill hole, including the discovery of a new mineralized corridor at the Saddle South target. The Wels land position consists of 350 contiguous quartz claims covering 7,200 hectares and lies within the traditional territory of White River First Nation.

The Si2 gold project is located in Esmeralda county, approximately 60 km northwest of Tonopah, Nev., and 20 km northwest of Allegiant Gold's Eastside deposit (1.4 million ounces Au, 8.8 Moz Ag). The project is road accessible and consists of 118 BLM (Bureau of Land Management) lode claims covering 986 hectares, 65 of which are under option from Orogen Royalties Inc. The claims cover an eight square km area of steam heated alunite-kaolinite-buddingtonite alteration within a sequence of felsic to intermediate volcanic rocks displaying brecciation and strongly anomalous mercury.

K2's 2023 diamond drill program at the Si2 project confirmed that the system is gold bearing. The project was initially identified using the same methods, and by the same exploration team that identified AngloGold Ashanti's 4.22 Moz Au Silicon project near Beatty, Nev., and was staked based on its strong geological similarities to Silicon.

K2 is committed to transparency, accountability, environmental stewardship, safety, diversity, inclusion, and community and indigenous engagement.

We seek Safe Harbor.