K2 Closes C$7 Million Bought Deal Private Placement
Suite 1020 – 800 West Pender Street, Vancouver, BC V6C 2V6
TSX-V: KTO
NEWS RELEASE
K2 Closes C$7 Million Bought Deal Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – December 30, 2020 – K2 Gold Corporation ( “K2” or the
“Company”) (TSXV: KTO; OTCQB: KTGDF; FRANKFURT: 23K) is pleased to announce that it
has closed its previously announced over-subscribed bought deal private placement financing by
issuing a total of 12.5 million units (“Units”) at a price of C$0.56 per Unit, for aggregate gross
proceeds of C$7.0 million (the “Offering”).
Haywood Securities Inc. , acted as lead underwriter on behalf of a syndicate of underwriters
including PI Financial Corp., Canaccord Genuity Corp., and Cormark Securities In c (the
“Underwriters”)
Each Unit consists of one common share of the Company (a “Common Share”) and one half of
one common share purchase warrant (each whole common share pur chase warrant, a
“Warrant”). Each whole Warrant will entitle the holder thereof to purchase one Common Share
at an exercise price of C$0.75 until December 30, 2022 , provided that if, at any time prior to
December 30, 2022, the volume weighted average trading price of the Common Shares on the
TSX Venture Exchange (the “Exchange”) is equal to or greater than C$1.00 for 20 consecutive
trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice
to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days
following the date of such notice (the “Accelerated Exercise Period”). Any unexercised Warrants
shall automatically expire at the end of the Accelerated Exercise Period.
In connection with the Offering, the Underwriters received: (i) a cash commission of 6.0% of the
gross proceeds of the Offering, excluding a $400,120 in gross proceeds from the issuance of the
Units on a president's list agreed upon by the Company and the Under writers (the "President's
List") for which a commission of 3.0% of such gross proceeds was paid by the Company to the
Underwriters; and (ii) that number of non -transferable compensation options (" Compensation
Options") equal to (a) 6.0% of the aggregate number of Units sold under the Offering, excluding
those Units sold to subscribers on the President's List, and (b) 3.0% of the aggregate number of
Units sold under the Offering to participants on the President's List. Each Compensation Option
is exercisable into one common share (a "Compensation Option Share") of the Company at a
price of $0.56 per Compensation Option Share until December 30, 2022 . The Compensation
Options are subject to the same acceleration provisions as the Warrants described above.
The Company plans to use the net proceeds from the Offering for the exploration and
advancement of the Company’s Mojave Project, working capital, and for general corporate
purposes. The securities issued under the Offering will be subject to a statutory hold period
expiring May 1, 2021.
The securities offered pursuant to the Offering have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act ”) or any U.S. state
securities laws, and were not offered or sold in the United States or to, or for the account or benefit
of, United States persons absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news
release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About K2
K2 is a well-financed gold and silver exploration company with projects in SW USA and the Yukon.
In the USA, the Company is represented by its 100% subsidiary, Mojave Precious Metals Inc. The
Company is focused on the Mojave property in California, a 5,830 hectare oxide gold project with
base metal targets. The location of Mojave enables the Company to have year -round news flow
on multiple previously recognized surface gold targets that have been successfully drilled in the
past by majors BHP and Newmont. B esides affording immediate drill targets based on the
Company’s soil data integrated with LiDAR and Worldview-3 data, the property also has undrilled
locations with gold enriched historical trench results including one at the East zone which
recorded 8.4 g/t gold over 25.6m (see October 30, 2013 news release from Great Bear Resources
Ltd.).
On Behalf of the Board of Directors,
“Stephen Swatton”
President and CEO
K2 Gold Corporation
For further information about K2 Gold Corporation or this news release, please visit our website
at k2gold.com or contact Investor Relations Offices in Canada 604 -354-2491, or in the USA at
Lone Pine, California +1 (760) 614-5605 or by email at [email protected].
K2 Gold Corporation is a member of Discovery Group based in Vancouver, Canada. For more
information please visit: discoverygroup.ca.
Cautionary Statement on Forward-Looking Statements
This news release contains forward -looking statements that are not histor ical facts. Forward -
looking statements involve risks, uncertainties and other factors that could cause actual results,
performance, prospects and opportunities to differ materially from those expressed or implied by
such forward -looking statements, includi ng statements regarding the exploration program at
Mojave, including results of drilling, and future exploration plans at Mojave. Factors that could
cause actual results to differ materially from these forward-looking statements include, but are not
limited to, variations in the nature, 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 planned activities, and the use of proceeds from the Offering. The reader is referred
to the Company's public disclosure record which is available on SEDAR (www.sedar.com).
Although the Company believes that the assumptions and factors used in preparing the forward-
looking statements are reasonable, undue relian ce should not be placed on these statements,
which only apply as of the date of this news release, and no assurance can be given that such
events will occur in the disclosed time frames or at all. Except as required by securities laws and
the policies of the TSX Venture Exchange, the Company disclaims any intention or obligation to
update or revise any forward -looking statement, whether as a result of new information, future
events or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful, including any of the securities in the United States of America. No securities
of the Company have been or will, in the foreseeable future, be registered under the United States
Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold
within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation
S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is available.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE