KALO GOLD Closes Oversubscribed $5.38 Million Private Placement
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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 CLOSES OVERSUBSCRIBED $5.38 MILLION PRIVATE PLACEMENT
VANCOUVER, BRITISH COLUMBIA, CANADA : JULY 3, 2025, KALO GOLD CORP. (“Kalo”, “Kalo Gold ” or the
“Company”) announces the successful completion of a $5.38 million equity financing. Further to its news
releases dated May 12, 2025, and June 16, 2025, the second tranche of the non-brokered private placement of
units (the “Units”) consisted of the issuance of 26,271,920 Units at $0.05 per Unit for gross proceeds of
$1,313,596. Including the first and second tranches, the Company has issued an aggregate of 107,606,920 Units
for total gross proceeds of $5,380,346 in connection with the offering.
Each Unit consists of one common share (each, a “Share”) in the capital of the Company and one common share
purchase warrant (each, a “Warrant”). Each Warrant entitles the holder th ereof to acquire an additional Share
at an exercise price of $0.08 per Share for a period of twenty-four 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.
Insider Participation
Terry Tucker, Chief Executive Officer and Director, Mi chael Nesbitt, Co-Founder and Director, Kevin Ma,
Executive Vice-President and Director, and Cam Gr undstrom, Co-Founder and Director (collectively the
“Insiders”), participated in the private placement. The Insiders collectively purchased a total of $120,000 of the
Offering as per the following table:
Mr. Tucker 500,000 Units Mr. Ma 800,000 Units
Mr. Nesbitt 400,000 Units Mr. Grundstrom 700,000 Units
Such participation constitutes a “r elated 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 require ments 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.
Use of Proceeds:
Immediate Drill Program Advancement: The Company intends to use the net proceeds to fund its exploration
program at the drill-ready Vatu Aurum Project:
Diamond drilling at high-priority epithermal targets where previous work has identified gold pathfinder
anomalies and alteration signatures consistent with vertically intact gold systems, including the Dua,
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Rua, Tolu and Va Targets on the Namalau Trend, and 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.
Strategic working capital for sustained operations and market development.
Finders Fees
In connection with the closing of the second and final tranche, the Company paid finders' fees to eligible finders,
consisting of $25,400 in cash, 592,334 Shares (each, a “ Finder Share”)and 1,100,334 finders' warrants. Each
Finder Share was issued at a deemed price of $0.05 per share. 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.
United States Securities Law Disclaimer
The Shares have not been registered under the United States Securities Act of 1933, as amended, and may not
b e o f f e r e d o r s o l d i n t h e U n i t e d S t a t e s a b s e n t r e g i s t r a t i o n o r a n a p p l i c a b l e e x e m p t i o n f r o m r e g i s t r a t i o n
requirements. This news release does not constitute an o ffer 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. (TSXV: KALO) is a gold exploration company focused on low-sulphidation epithermal systems in
Fiji. The Company’s 100%-owned Vatu Aurum Project spans 367 square kilometres on Vanua Levu, the northern
island of Fiji, within a regionally significant back-arc basin that hosts preserved volcanic and hydrothermal
features.
Exploration is centered on the Aurum Epithermal Fiel d and the adjacent Qiriyaga Complex, where multiple
structurally controlled gold targets have been identified. Trenching, geochemical sampling, and previous drilling
have outlined high-level epithermal textures, pathfinder element anomalies, and alteration patterns consistent
with vertically intact gold systems. Kalo is advancing a systematic exploration program including trenching,
mapping, and drilling to evaluate the scale and depth potential of these mineralized trends.
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 [email protected]
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Neither the TSX Venture Exchange nor its Regulation Servic es 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 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 releas e, 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,
because 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.