KALO GOLD Announces Closing of Second and Final Tranche of Life Offering and Concurrent Private Placement FOR Total Gross Proceeds of $12.45 Million to Advance the Vatu Aurum Project
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Kalo Gold Corp.
Suite 1507, 1030 West Georgia Street
Vancouver, British Columbia
V6E 2Y3, Canada
www.kalogoldcorp.com
(TSX.V: KALO)
KALO GOLD ANNOUNCES CLOSING OF SECOND AND FINAL TRANCHE OF LIFE
OFFERING AND CONCURRENT PRIVATE PLACEMENT FOR TOTAL GROSS PROCEEDS OF
$12.45 MILLION TO ADVANCE THE VATU AURUM PROJECT
Not for distribution to United States newswire services or for release, publication, distribution or
dissemination, directly or indirectly, in whole or in part, in or into the United States.
VANCOUVER, BC, / January 19, 2026 / KALO GOLD CORP. (TSXV: KALO) (“Kalo”, “Kalo Gold” or the
“Company”) is pleased to announce that, further to its news release s dated December 2, 2025 and
December 23, 2025, the Company has closed the final tranche of its previously announced non-
brokered private placement under the Listed Issuer Financing Exemption (as defined herein) of
1,480,275 units (the “Unit”) at $0.32 per Unit (the “Offering Price”) for gross proceeds of $473,688 (the
“LIFE Offering”). Concurrently, the Company has also closed the second tranche of its previously
announced non-brokered private placement of Units of 4,680,625 Units at the Offering Price for gross
proceeds of $ 1,497,800 (the “ Concurrent Offering ”, and together with the LIFE Offering, the
“Offerings”) for total aggregate proceeds of $ 1,971,488. Including the first tranche, the Company
issued an aggrege of 38,920,275 Units for total gross proceeds of $12,454 ,488 in connection with the
offering.
“I would like to thank both our new and existing shareholders for their strong support in this financing,”
said Terry L. Tucker, P.Geo., President and CEO of Kalo Gold Corp. “With this financing now completed,
we look forward to continuing exploration at the Vatu Aurum Project and will provide a comprehensive
update on our 2026 exploration plans shortly.”
Each Unit consists of one common share (each, a “Share”) in the capital of the Company and one-half
of one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable for one Share
at the exercise price of $0.5 0 for a period of thirty- six months from the date of issue. In addition, the
expiry date of the Warrants is subject to acceleration if the volume weighted average trading price of
the Shares on the TSX Venture Exchange (“TSXV”) (or such other stock exchange where the Shares are
then listed or quoted) is greater than $0. 75 for a period of twenty (20) consecutive trading days, in
which case the expiry date of the Warrants may be accelerated to a date that is thirty (30) days following
the date the Company provides notice to the Warrant holders, by way of a news release, that the expiry
date has been accelerated.
The LIFE Offering is being conducted under the listed issuer financing exemption as per Part 5A of
National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935
– Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “ Listed Issuer
Financing Exemption”). As a result, the securities acquired under the LIFE Offering by investors resident
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in Canada will not be subject to a hold period pursuant to applicable Canadian securities laws. Provided,
however, that any Warrants issued pursuant to the LIFE Offering are not exercisable within 60 days . All
securities acquired pursuant to the Concurrent Offering will be subject to a hold period of four (4)
months pursuant to applicable Canadian securities laws.
The Company intends to use the net proceeds of the Offerings for drilling and exploration on the Vatu
Aurum Project and working capital, marketing and general corporate purposes.
In connection with the first, second and final tranche of the Offerings, the Company paid finder's fees
in the amount of $ 209,046 and issued 1,260,261 finder’s warrants. Each finder’s warrant entitles the
holder to acquire one Share at an exercise price of $0.50 per share for a period of 36 months from the
date of issuance, under the same terms as the Warrants issued pursuant to the Concurrent Offering.
One insider of the Company participated in the Concurrent Offering for approximately C$ 32,000. The
issuance of Units to such insider is considered a “related party transaction” within the meaning of
Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special Transactions (“MI
61-101”). The Company is relying on exemptions from the formal valuation requirements of MI 61-101
pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant
to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction,
insofar as it involves interested parties, does not exceed 25% of the Company’s market capitalization.
The securities issued pursuant to the Offerings have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws,
and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons”
(as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption
from such registration requirements. This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
About Kalo Gold Corp.
Kalo Gold Corp., a gold exploration company, focused on epithermal gold deposits on the Company ’s
Vatu Aurum Project, located on Vanua Levu (North Island). Kalo holds 100% of two Special Prospecting
Licenses covering 367 km², encompassing a regional back -arc basin with volcanic calderas. Historical
and ongoing exploration has identified numerous priority epithermal gold targets.
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, please write to [email protected].
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this press release.
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Forward Looking Statements Disclaimer
This press release may contain certain forward -looking statements and forward- looking information
(collectively, “forward-looking statements”) related to the closing of the Offerings, use of proceeds and
other such future events and Kalo ’s future business, operations, and financial performance and
condition. Forward- looking statements normally contain words like “ will”, “intend”, “anticipate”,
“could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”,
“assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms. Forward- looking
statements are not guarantees of future performance, actions, or developments and are based on
expectations, assumptions, and other factors that management currently believes are relevant,
reasonable, and appropriate in the circumstances. Although management believes that the forward-
looking statements herein are reasonable, actual results could be substantially different due to the risks
and uncertainties associated with and inherent to Kalo ’s business. Additional mater ial risks and
uncertainties applicable to the forward- looking statements herein include, without limitation, the
impact of general economic conditions, and unforeseen events and developments. This list is not
exhaustive of the factors that may affect the C ompany’s forward-looking statements. Many of these
factors are beyond the control of Kalo. All forward-looking statements included in this press release are
expressly qualified in their entirety by these cautionary statements. The forward- looking statements
contained in this press release are made as at the date hereof, and Kalo undertakes no obligation to
update publicly or to revise any of the included forward-looking statements, whether as a result of new
information, future events, or otherwise, except as may be required by applicable securities laws. Risks
and uncertainties about the Company ’s business are more fully discussed under the heading “ Risk
Factors” in its most recent management ’s discussion and analysis. They are otherwise disclosed in its
filings with securities regulatory authorities available on SEDAR+ at www.sedarplus.ca.