Kalo Gold Closes First Tranche $4.07 million in Oversubscribed Private Placement to Fund Drilling at Vatu Aurum Project, Fiji
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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)
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.
Kalo Gold Closes First Tranche $4.07 million in Oversubscribed Private
Placement to Fund Drilling at Vatu Aurum Project, Fiji
VANCOUVER, BC, / May 12, 2025 / KALO GOLD CORP. (TSXV: KALO) (“Kalo”, "Kalo Gold" or the "Company") is pleased to
announce that it has closed a first tranche of its previously announced non-brokered private placement (the “Offering”) of
81,335,000 units (the “Units”) at a price of $0.05 per Unit for aggregate gross proceeds of $4,066,750. The Offering, originally
announced for gross proceeds of up to $2,000,000, was upsized in response to strong investor demand. The second tranche
will be expected to close on or around May 31, 2025.
The Company intends to use the net proceeds of the Offering to fund:
Up to 9,000 metres of diamond drilling at the Vatu Aurum Project in Fiji, including drill testing of epithermal
upwelling zones within the Aurum Epithermal Field such as the Dua, Rua, Tolu and Va Targets on the Namalau
Trend), and high-grade diatreme and surge deposits within the Qiriyaga Complex;
Continued geological mapping, trenching, and drilling along the Namalau, Loma, and Buca Trends;
Surface exploration — including soil sampling, trenching, and geological mapping — at Coqeloa and Wainikoro;
General working capital and marketing initiatives.
3L Capital Inc. Provides Strategic Support and Acts as Financial Adviser to the Offering
The Company would like to acknowledge and thank 3L Capital Inc. for its extensive support as financial adviser to the
Offering. In addition to introducing strategic investors and acting as finder, 3L provided Kalo with valuable capital markets
insight, transaction structuring, market advisory, and strategic communications support throughout the financing process.
Their involvement included evaluating near-term market dynamics, advising management on structure and timing, and
contributing to the successful execution of the Offering.
The Offering
Each Unit consists of one common share (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant
entitles the holder to acquire one additional Share at an exercise price of $0.08 per Share for a period of twenty-four (24)
months from the date of issuance. 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 $0.15 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.
Each Share and Warrant comprising the Unit is subject to a statutory hold period expiring on September 13, 2025, in
accordance with applicable Canadian securities laws. Any Shares issued upon the exercise of a Warrant prior to that date
will also be subject to the same hold period, expiring on September 13, 2025.
In connection with the closing of the first tranche, the Company paid finders' fees to eligible finders, consisting of $125,023
in cash and 2,780,450 finders' warrants. Each finder's warrant is exercisable to acquire one Share at an exercise price of
$0.08 per Share for a period of twenty-four (24) months from the date of issuance.
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Insider Participation
Kevin Ma, Executive Vice-President and Director, and Cam Grundstrom, Co-Founder and Director (collectively the
“Insiders”), participated in the private placement. The Insiders collectively purchased a total of $50,000 of the Offering as
per the following table:
Mr. Ma 800,000 Units
Mr. Grundstrom 200,000 Units
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.
Debt Settlement
The Company also announces that it has entered into a shares-for-debt settlement agreement to settle debts totalling
$150,000 with a company that has supplied services to the Company. The Company will issue a total of 3,000,000 Shares at
a deemed price of $0.05 per share (“ Settlement Shares”) subject to the approval of the TSXV. The Settlement Shares will
be issued pursuant to prospectus exemptions available under Canadian securities law and will be subject to a four-month
hold period.
United States Securities Law Disclaimer
The securities offered 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 applicable state securities laws. Accordingly, they may not be offered or sold within 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)
unless registered or an exemption is available. This news release does not constitute an offer to sell or a solicitation of an
offer to buy any securities in the United States or in any other jurisdiction in which such an offer, solicitation, or sale would
be unlawful.
ABOUT 3L CAPITAL INC.
3L Capital is a premier boutique investment banking firm headquartered in Toronto, Canada, led by a veteran team with
over 70 years of combined experience across major financial institutions. 3L offers tailored financial solutions, extensive
distribution capabilities, and a proven track record of success. With a focus on empowering businesses, 3L Capital combines
personalized service with industry-leading expertise. Its services include innovative financing solutions, strategic advisory,
and corporate marketing — all designed to help companies unlock their full potential. The firm’s mission is to navigate
success through collaboration, innovation, and a relentless pursuit of excellence.
Since inception, 3L Capital’s platform clients have consistently outperformed industry benchmarks, reflecting its
commitment to delivering exceptional value through customized research, corporate marketing, and pivotal relationship
introductions within the investment community. The firm has played a key role in completing over 439 transactions, raising
more than C$13.6 billion across diverse industries.
For more information, please visit www.3l-capital.com.
ABOUT KALO GOLD CORP.
Kalo Gold Corp. is a gold exploration company focused on the discovery of low sulphidation epithermal gold deposits at its
100%-owned Vatu Aurum Project, located on Vanua Levu (North Island) in the Republic of Fiji. The Project covers 367 km²
under two Special Prospecting Licenses and encompasses a regionally significant back-arc basin hosting multiple volcanic
calderas. Historical and ongoing exploration has identified over two dozen high-priority gold targets across structurally
controlled and diatreme-hosted systems.
On behalf of the Board of Directors of Kalo Gold Corp.
Terry L. Tucker, P.Geo.
President and Chief Executive Officer
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Kevin Ma, CPA, CA
Executive Vice President, Capital Markets and Director
For more information, please write to [email protected].
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
This press release may contain certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") related to
the closing of the Offering, 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 material 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 Company'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.