Kairos Gold Closes $9.82 Million Private Placement
CALGARY, ALBERTA – TheNewswire - July 16, 2026 – Kairos Gold Inc. (“Kairos Gold” or the “Company”) (TSXV: KIRO) is pleased to announce that it has closed its previously announced non-brokered private placement of units, as upsized on July 13, 2026 (the “Offering”).
Pursuant to the Offering, the Company issued 16,373,902 units (the “Units”) at a price of $0.60 per Unit for aggregate gross proceeds of $9,824,341.20.
Each Unit is comprised of one common share of the Company (a “Common Share”) and one-half of a share purchase warrant (“Warrant”). Each full Warrant entitles the holder to acquire an additional Common Share at a price of $0.88 for a period of two (2) years from the date of issuance. The Company may accelerate the expiry of the Warrants if the Common Shares trade at a price of at least $1.00 per Common Share for ten consecutive trading days, subject to the terms of the Warrants.
Michelle DeCecco, Chief Executive Officer of Kairos Gold, commented: “The success of the Offering supports the Company’s strategy to advance its district-scale opportunity through back-to-back exploration programs. Drilling is underway and assays are forthcoming, with all efforts focused on demonstrating the potential of our highly prospective assets. We are grateful to be supported by a strong treasury and an incredible group of shareholders who believe in the Company and its projects.”
The proceeds of the Offering will be used to fund a Phase One exploration and drilling program at the Company’s Carmona Project. Exploration activities at Carmona are expected to commence immediately following completion of the Phase Three exploration program currently underway at the Las Garillas–Oro Brillante Project, located approximately seven kilometres from Carmona. A portion of the proceeds may also be allocated to expand the current Phase Three exploration program at Oro Brillante should results warrant additional work. The proceeds will also be used for general working capital purposes, including expenses associated with the Offering.
In connection with the closing of the Offering, Kairos Gold paid cash commissions to qualified non-related parties in the aggregate amount of $396,290 and issued an aggregate of 660,484 finders warrants (the "Finders Warrants"). Each Finders Warrant is non-transferable and entitles the holder to acquire one Common Share at an exercise price of $0.60 per Common Share for a period of one year from the date of issuance. The Company may accelerate the expiry of the Finders Warrants if the Common Shares trade at a price of at least $1.00 per Common Share for ten consecutive trading days, subject to the terms of the Finders Warrants.
David Orr, Michelle DeCecco and Jana Lillies, each an insider of the Company (collectively, the “Insiders”), acquired, directly or indirectly, an aggregate of 46,668 Units under the Offering. Their participation constitutes a “related party transaction” under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Insider participation did not exceed 25% of the Company’s market capitalization. A material change report was not filed at least 21 days before closing because the Company considered an expedited closing reasonable and necessary to address its drilling, exploration and general working capital requirements.
All securities issued pursuant to the Offering are subject to a statutory hold period of four months and one day from the closing date. The Offering remains subject to final acceptance by the TSXV.
ABOUT KAIROS GOLD
Kairos Gold is focused on advancing a portfolio of mineral exploration properties comprising 17,201 hectares across three projects in Chile. The projects are positioned within the prolific Chilean mega-porphyry belt, which is known for its large-scale gold, silver and copper deposits.
FURTHER INFORMATION
To find out more about Kairos Gold, please contact Michelle DeCecco, CEO via email: [email protected], by phone: +1-587-287-9355 or Jana Lillies, CFO via email: [email protected]. Additional information about Kairos Gold may be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Information
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation, collectively referred to as “forward-looking statements.” Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “aim,” “may,” “will,” “would,” “potential” and similar expressions, or statements that certain events or conditions “may,” “could” or “will” occur.
Forward-looking statements in this news release include, but are not limited to, statements regarding final acceptance of the Offering by the TSXV; the intended use of proceeds; the receipt and timing of assay results; the completion, scope and timing of the Phase Three exploration program currently underway at the Las Garillas–Oro Brillante Project; the commencement, scope and timing of the proposed Phase One exploration and drilling program at the Carmona Project; the potential expansion of the current exploration program; and the evaluation and advancement of exploration targets at Carmona and Oro Brillante.
Forward-looking statements are based on a number of assumptions believed by management to be reasonable at the time such statements are made, including assumptions regarding receipt of all required approvals, availability of contractors and equipment, permitting timelines, exploration results and the Company’s ability to execute its exploration plans as currently contemplated.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. Such factors include, among others, the risk that final regulatory acceptance may not be obtained, fluctuations in commodity prices, exploration risks, permitting delays, operational challenges, availability of contractors and equipment, and general economic, market and business conditions.
Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are made as of the date of this news release and, except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements to reflect new events or circumstances.
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OR FOR DISSEMINATION IN THE UNITED STATES
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