Kalo Gold Completes Acquisition Of The Axelgold Alkalic-Related Gold System To Compliment The Flagship Vatu Aurum Gold Project

VANCOUVER, BRITISH COLUMBIA, CANADA: 1 September 2022, KALO GOLD CORP. (“Kalo”, “Kalo Gold” or the “Company”) is pleased to announce that, further to its news release dated 15 August 2022, it has completed the acquisition of 1271895 B.C. Ltd. (“BCCo”), a British Columbia company owned by the principals of Agentis Capital Mining Partners, that holds a 100% interest in the AxelGold Property (“AxelGold” or the “Property”). The Company completed the acquisition of BCCo pursuant to the terms and conditions of a share purchase agreement dated 12 August 2022 between the Company and the shareholders of the BCCo (the “Vendors”). The purchase price for BCCo was $500,000 and was paid in full by issuing to the Vendors a total of 7,496,250 common shares in the capital of the Company (the “Consideration Shares”) at a price of $0.0667 per Consideration Share. The Consideration Shares are subject to a voluntary hold period of one year, to 1 September 2023, from closing.

The Vendors retained a two (2%) percent net smelter returns royalty over the Property, including a two (2) kilometre area of interest extending from the external boundaries of the Property (the “Vendors Royalty”), which royalty shall be subject to the right of Kalo to buy back one-half (50%) of the Vendors Royalty, being a one (1%) percent net smelter returns royalty, at any time, for a purchase price of $1,000,000 cash.

In connection with the acquisition of the Property, the Company closed a non-brokered private placement of 2,040,000 flow-through common shares of the Company (the “Flow-Through Shares”) for gross proceeds of $163,200. The Company intends to use the net proceeds raised towards exploration programs that qualify as "Canadian Exploration Expenses" and "flow-through mining expenditures", as those terms are defined in the Income Tax Act (Canada).

The Flow-Through Shares issued are subject to a statutory hold period of four months and one day, to 2 January 2023, from the issue date.

Fred Tejada and Kevin Ma, both directors of the Company, and an entity wholly-owned by Cam Grundstrom, also a director of the Company, participated in the private placement. Mr. Tejada acquired 90,000 Flow-Through Shares, Mr. Ma acquired 125,000 Flow-Through Shares, and Mr. Grundstrom indirectly acquired 250,000 Flow-Through 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.

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.

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 for receipt of results from the Company’s current exploration program, and the Company’s plans for future exploration on the 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 9 February 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.