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 focused on venture investments.

Insider Participation

The following Company Insiders participated in the private placement:

• Terry L. Tucker, President and CEO – 2,500,000 Shares

• Kevin Ma, Executive Vice-President and Director – 3,033,333 Shares

• Michael Nesbitt, Co-Founder and Director – 2,166,667 Shares

• Fred Tejada, Director – 266,666 Shares

The total insider participation amounted to $239,000.

This participation is considered a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101). However, the issuance to insiders is exempt from the valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of securities issued did not exceed 25% of the Company’s market capitalization.

Use of Proceeds

The Company intends to use 85%-90% of the net proceeds for:

• Exploration of its 100% owned, royalty-free, 367 square kilometer Vatu Aurum Project in Fiji

• Geological mapping, trenching, and diamond drilling

• General working capital and marketing purposes

No more than 10% of the net proceeds will be used for investor relations activities.

Second Tranche & Offering Completion

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

Regulatory & Compliance Details

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

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. This news release does not constitute an offer to sell or a solicitation of an offer to buy Shares in any jurisdiction where such an offer would be unlawful.

About Kalo Gold Corp.

Kalo Gold Corp. is a gold exploration company focused on low sulphidation epithermal gold deposits on the Vatu Aurum Project, located on Vanua Levu (North Island) in the Republic of Fiji.

Kalo holds a 100% interest in two Special Prospecting Licenses covering 367 km², hosting a regional-scale back-arc basin, the Nubu Graben, and several volcanic arc-related calderas ranging from 1 km to 10 km in diameter.

Historical exploration work focused on the Qiriyaga Hill and Vuinubu Ridge Gold Deposits, leading to the identification of over fourteen additional priority epithermal gold exploration targets.

Both Viti Levu (South Island) and Vanua Levu are part of the prolific Pacific “Ring of Fire”, a geological trend that has produced major deposits, including Porgera, Lihir, and Grasberg. On Viti Levu, the Vatukoula Gold Mine has produced more than 7 million ounces of gold since 1937 and remains operational today. The island also hosts the Tuvatu Alkaline Gold Project, a high-grade underground gold mine fast-tracked for production.

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

Terry L. Tucker, P.Geo
President and Chief Executive Officer

Kevin Ma, CPA, CA
Executive Vice President, Capital Markets and Director

For more information, contact: info@kalogoldcorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as 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, meaning they are not purely historical. Forward-looking statements in this news release include:

• The timing of the second close of the Offering

• The Company’s intended use of proceeds

• The Company’s exploration plans for the Vatu Aurum Gold Project

Forward-looking statements are often identified by terms such as “will,” “may,” “should,” “anticipate,” “expects,” and similar expressions. These statements involve risks and uncertainties, and actual results may differ materially from expectations due to factors including:

• The quality and quantity of mineral deposits that may be located

• The Company’s inability to obtain necessary permits, consents, or authorizations

• The Company’s inability to raise the required capital

• Other risks and uncertainties disclosed in the Company’s filing statement dated February 9, 2021, and the latest Management Discussion and Analysis

Investors are cautioned not to place undue reliance on forward-looking statements. Though considered reasonable by management at the time of preparation, actual results may differ materially.

The Company will not update or revise forward-looking statements except as required by Canadian securities law.