KALO GOLD Completes Acquisition of the Axelgold Alkalic-Related GOLD System to Compliment the Flagship Vatu Aurum GOLD Project
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Kalo Gold Corp.
Suite 1430, 800 West Pender Street
Vancouver, British Columbia
V6C 2V6, Canada
www.kalogoldcorp.com
(TSX.V: KALO)
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. Pers ons (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.
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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]
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 re lease 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 statement s 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 ot her 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 t o 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.