Mr. Anthony Margarit reports

K2 GOLD CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT

K2 Gold Corp. has closed the non-brokered private placement financing disclosed on Feb. 21, 2025, by issuing a total of 24,486,691 units at a price of 15 cents per unit for aggregate gross proceeds of $3,673,000.

Each unit consisted of one common share in the capital of the company and one-half of 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 five-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 for exploration and to complete permitting at the Mojave project on the company's Mojave gold project located in Inyo county, California, United States, as well as for general working capital.

The company paid finders' fees in compliance with the policies of the TSX Venture Exchange and applicable securities legislation to the following arm's-length finders in connection with subscriptions from subscribers introduced by them: $3,000 and 20,000 finder warrants to Ventum Financial Corp., $600.30 and 4,002 finder warrants to Research Capital Corp., $5,099.99 and 34,000 finder warrants to Canaccord Genuity Corp., and $146,309.96 and 2,438,499 finder warrants to Haywood Securities Inc. The finder warrants are non-transferable and exercisable for 12 months from March 10, 2025. Each finder warrant will have the same terms as the warrants issued to subscribers in the offering and are also subject to an acceleration clause as stated above.

Insiders of the company acquired an aggregate of 1,179,999 common shares in the offering, which participation constituted a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities acquired by the insiders, nor the consideration for the securities paid by such insiders exceeds 25 per cent of the company's market capitalization. As required by MI 61-101, the company advises that it expects to file a material change report relating to the offering fewer than 21 days from completion of the offering, as the nature of the related-party transaction is relatively immaterial, and was not necessary to complete the offering, and can generally be considered reasonable in the circumstances.

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 months and one day expiring on July 11, 2025, 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 the Mojave project

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 drilled in the past, most notably by Newmont and BHP. Since acquiring the property, K2 has completed geochemical and geophysical surveys, geologic mapping, lidar, and a WorldView 3 alteration survey, and 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 gold over 45.72 metres from surface at the Dragonfly zone and 1.69 g/t Au over 41.15 m from a 44.20-metre depth at the Newmont zone.

About K2 Gold Corp.

K2 is a proud member of Discovery Group and currently has projects in southwestern United States and the Yukon.

The Wels project is located in western Yukon, approximately 40 kilometres east of the community of Beaver Creek and 60 km south of Newmont Goldcorp's four-million-ounce Coffee deposit, within the traditional territory of White River First Nation. The land position consists of 350 contiguous quartz claims covering 7,200 hectares. Wels is underlain by metasedimentary and metavolcanic rocks of the White River formation that have been intruded by a series of Triassic gabbroic sills and Cretaceous granitic plugs. This package has been cut by a series of west-northwest-trending high-angle structures that host alteration and gold mineralization. Mineralization is noted in all rock types observed on the property to date, and is associated with quartz veining, brecciation and sericite alteration with anomalous arsenic, antimony and, locally, visible gold. Four discrete mineralized trends are currently known, with only one trend drilled to date, delivering encouraging assay results of 2.37 grams per tonne gold over 28.5 metres and 10.38 g/t Au over 6.0 m. All mineralized trends remain open along strike, and approximately 80 per cent of the property is currently unexplored.

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 drilled in the past, most notably by Newmont and BHP. Since acquiring the property, K2 has completed geochemical and geophysical surveys, geologic mapping, lidar, and a WorldView 3 alteration survey, and completed a 17-hole RC drill program focused on the Dragonfly and Newmont zones. Highlights from K2's drilling program include 6.68 g/t Au over 45.72 m from surface at the Dragonfly zone, and 1.69 g/t Au over 41.15 m from a 44.20-metre depth at the Newmont zone.

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

We seek Safe Harbor.