Kalo Gold Announces Closing Of $1,573,663 Oversubscribed First Tranche of Non-brokered Private Placement and Increases Offering to $1,800,000

VANCOUVER, BRITISH COLUMBIA, CANADA: JULY 22, 2024, KALO GOLD CORP. (“Kalo”, “Kalo Gold” or the “Company”) is pleased to announce that, further to its news release dated June 10, 2024, it has closed the first tranche of a non-brokered private placement of common shares (the “Shares”), raising proceeds of $1,573,663 by issuing 52,455,423 Shares at $0.03 per Share (the “Offering”). The Offering has been upsized from $1,500,000 to $1,800,000.

The Offering is led by a strategic investor, Ascentas Capital Management Limited (“Ascentas”) for $1,084,662, which will hold approximately 19.9% ownership of the Company post-Offering, on an undiluted basis. Ascentas is a Hong Kong based investment company focussed on venture investments.  

Terry L. Tucker, President and CEO, Kevin Ma, Executive Vice-President and Director, Michael Nesbitt, Co-Founder and Director and Fred Tejada, Director (collectively the “Insiders”), participated in the private placement. The Insiders collectively purchased a total of $239,000 of the Offering as per the following table:

Mr. Tucker

2,500,000 Shares

Mr. Ma

  3,033,333 Shares

Mr. Nesbitt

2,166,667 Shares

Mr. Tejada

266,666 Shares

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% of the Company’s market capitalization.

The Shares issued are subject to a statutory hold period expiring on November 23, 2024

The Company intends to use approximately 85%-90% of the net proceeds of the Offering for exploration of the Company’s 100% owned, royalty free, 367 square kilometer, Vatu Aurum Project located in the Republic of Fiji, and for general working capital and marketing purposes. Exploration will include geological mapping, trenching and diamond drilling.  The Company will not be spending more than 10% of the net proceeds of the Offering towards any investor relations activities. 

The second tranche will be expected to close on or around July 31, 2024.  Finders’ fees will be payable upon full completion of the Offering.

The Shares have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy such Shares in any jurisdiction in which such an offer or sale would be unlawful. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ABOUT KALO GOLD CORP.

Kalo Gold Corp, a gold exploration company, is focused on exploration for low sulphidation epithermal gold deposits on the Vatu Aurum Project located on the island of Vanua Levu (North Island) in the Republic of Fiji. Kalo holds a 100% interest in two Special Prospecting Licenses, covering 367 km2  that hosts a regional scale back arc basin, the Nubu Graben, and several volcanic arc related calderas ranging between 1 km to 10 km in diameter. Historical exploration work concentrated on the Qiriyaga Hill and Vuinubu Ridge Gold Deposits and resulted in the identification of over fourteen additional priority epithermal gold exploration targets. 

Both Viti Levu, (South Island), and Vanua Levu are on the prolific Pacific “Ring of Fire”, a trend that has produced numerous large deposits, including Porgera, Lihir and Grasberg and on Viti Levu, the exceptional Vatukoula Gold Mine. The Vatukoula Gold Mine has produced more than 7 million ounces of gold since 1937 and continues operations today. The island of Viti Levu also hosts the fully permitted Tuvatu Alkaline Gold Project, where a high-grade underground gold mining operation has been fast tracked to production. 

On behalf of the Board of Directors of Kalo Gold Corp.

Terry L. Tucker, P.Geo
President and Chief Executive Officer
and
Kevin Ma, CPA, CA
Executive Vice President, Capital Markets and Director

For more information contact, please write to info@kalogoldcorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward Looking Statements Disclaimer

Certain statements in this release are forward-looking statements, which are statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include statements relating to the timing of the second close of the Offering, the Company’s intention with the use of proceeds and the Company’s plans for future exploration on the Vatu Aurum Gold Project. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements included in this news release, other than statements of historical fact, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include quality and quantity of any mineral deposits that may be located, the Company’s inability to obtain any necessary permits, consents or authorizations required for its activities, the Company’s inability to raise the necessary capital to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company’s filing statement dated February 9, 2021 and latest interim Management Discussion and Analysis filed with certain securities commissions in Canada.

The reader is cautioned that assumptions used in the preparation of any forward-looking statements herein may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect, and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.