K2 Gold Announces $1.2 Million Flow-Through Private Placement

Suite 1020 – 800 West Pender Street, Vancouver, BC V6C 2V6

K2 Gold Announces $1.2 Million

Flow-Through Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

Vancouver, BC. July 27, 2023: K2 Gold Corp. (“K2” or the “Company”) (TSXV: KTO; Frankfurt: 23K;

OTC: KTGDF ) announces a non -brokered private placement to raise gross proceeds of up to

C$1,200,000 consisting of National charity flow-through shares (the “Charity FT Shares”) offered at a

price of $0.16 per Charity FT share.

K2 intends to use the gross proceeds of the Offering for a reverse circulation drill program at the

Company’s Wels Gold Project in Yukon, anticipated to begin at the beginning of September.

The Offeri ng is expected to close on or about August 15, 2023, and is subject to certain closing

conditions including, but not limited to, the receipt of all necessary approvals including the conditional

listing approval of the TSX Venture Exchange.

The Company may pay finders’ fees under the offering in accordance with applicable securities laws

and the policies of the TSX Venture Exchange. The securities issued under the Offering will be subject

to a hold period under applicable securities laws in Canada expiring four months and one day from the

closing date of the Offering.

The Charity FT Shares will qualify as “flow -through shares” (within the meaning of subsection 66(15)

of the Income Tax Act (Canada) (the “Tax Act”)). An amount equal to the gross proceeds from the

issuance of the Charity FT Shares will be used to incur eligible resou rce exploration expenses which

will qualify as (i) “Canadian exploration expenses” (as defined in the Tax Act). Qualifying Expenditures

in an aggregate amount not less than the gross proceeds raised from the issue of the Charity FT Shares

will be incurred (or deemed to be incurred) by the Company on or before December 31, 2024 and will

be renounced by the Company to the initial purchasers of the Charity FT Shares with an effective date

no later than December 31, 2023.

Members of the Company’s management team may participate in the Offering including subscriptions

from related parties of the Company as defined in Multilateral Instrument 61-101 Protection of Minority

Security Holders in Special Transactions ("MI 61 -101"). The participation of management in the

Offering is exempt from formal valuation and minority shareholder approval requirements pursuant to

exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-101.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities

in the United States. The securities 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 state securities laws and may not

be offered or sold within the United States or to U.S. Persons unless registered under the U.S.

Securities Act and applicable state securities laws or an exemption from such registration is available.

About K2 Gold

K2 is a proud member of Discovery Group and currently has projects in Southwest USA and the Yukon.

The Si2 Gold Project is located in Esmeralda County, Nevada, approximately 60km northwest of

Tonopah, Nevada, and 20km northwest of Allegiant Gold’s Eastside deposit (1.4Moz Au, 8.8 Moz Ag).

The project is road accessible and consists of 118 BLM lode claims covering 986 Ha, under option from

Orogen Royalties Inc. (TSXV: OGN). The claims cover an 8 km2 area of steam heated alunite-kaolinite-

buddingtonite alteration within a sequence of felsic to intermediate volcanic rocks with brecciation and

strongly anomalous mercury. The alteration is interpreted to represent a high-level setting within a low-

sulfidation epithermal gold-silver system. In this type of geologic setting there is typically minimal

anomalous gold mineralization at surface, however, gold grades may increase at depth along

controlling structures at critical locations in the hydrothermal system (i.e., boiling zones). The Si2 Gold

Project was initially identified by the same exploration team that identified AngloGold Ashanti’s Silicon

project near Beatty, Nevada, and was staked based on its strong geological similarities to Silicon.

K2 is currently permitted, and planning to drill t he Wels Project which is located in Western Yukon late

summer 2023. The property lies approximately 40km east of the community of Beaver Creek and 60km

south of Newmont Goldcorp’s 4Moz Coffee deposit, within the tr aditional territory of White River First

Nation. The land position consists of 350 contiguous Quartz Claims covering 7,200 hectares. Wels is

underlain by metasedimentary and metavolcanic rocks of the White River Formation that have been

intruded by a series of Triassic gabbroic sills and Cretaceous granitic plugs. This package has been cut

by a series of WNW trending high -angle structures that host alteration and gold mineralization.

Mineralization is noted in all rock types observed on the property to dat e and is associated with quartz

veining, brecciation, and sericite alteration with anomalous As, Sb, and, locally, visible gold. Five discrete

mineralized trends are currently known, with only one trend drilled to date, delivering encouraging assay

results of 2.37 g/t Au over 28.5m and 10.38 g/t Au over 6.0m. All mineralized trends remain open along

strike and approximately 80% of the property is currently unexplored.

The Mojave project is a 5,830 -hectare oxide gold project with base metal targets located in California.

Multiple previously recognized surface gold targets have been successfully drilled in the past, most

notably by Newmont and BHP. Since acquiring the property, K2 has completed geochemical and

geophysical surveys, geologic mapping, LiDAR, a W orldView 3 alteration survey, and successfully

completed a 17-hole RC drill program focused on the Dragonfly and Newmont Zones. Highlights from

K2’s drilling program include 6.68 g/t Au over 45.72m from surface at the Dragonfly Zone, and 1.69 g/t

Au over 41.15m from 44.20m depth at the Newmont Zone.

K2 is committed to transparency, accountability, environmental stewardship, safety, diversity, inclusion,

and community and indigenous engagement.

On behalf of the Board of Directors

Anthony Margarit

President and CEO

For further information about K2 Gold Corporation or this news release, please visit our website at

k2gold.com, contact our office at 778-266-1456, 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 press release contains certain “forward -looking statements” wi thin the meaning of Canadian

securities legislation, including, but not limited to, statements regarding the Company’s plans with respect

to the Company’s projects and the timing related thereto, the merits of the Company’s projects, the

Company’s objectives, plans and strategies, the Offering and other project opportunities. Although the

Company believes that such statements are reasonable, it can give no assurance that such expectations

will prove to be correct. Forward-looking statements are statements that are not historical facts; they are

generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,”

“estimates,” “projects,” “aims,” “potential,” “goal,” “objective,”, “strategy”, “prospective,” and similar

expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are

those statements, which, by their nature, refer to future events. The Company cautions that Forward -

looking statements are based on the beliefs, estimates and opinions of the Company’s management on

the date the statements are made and they involve a number of risks and uncertainties. Consequently,

there can be no assurances that such statements will prove to be accurate and actual results and future

events could differ materially from those anticipated in such statements. Except to the extent required by

applicable securities laws and the policies of the TSX Venture Exchange, the Company undertakes no

obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or

other factors, should change. Factors that could cause future results to differ materially from those

anticipated in these forward-looking statements include the risk of accidents and other risks associa ted

with mineral exploration operations, the risk that the Company will encounter unanticipated geological

factors, or the possibility that the Company may not be able to secure permitting and other agency or

governmental clearances necessary to carry out the Company’s exploration plans, risks and uncertainties

related to the COVID-19 pandemic, risks and uncertainties related to the Company’s ability to complete

the Offering and the size of the Offering, the tax treatment of the FT Shares; the timing of the

renouncement of the Qualifying Expenditures in favour of the subscribers, and the risk of political

uncertainties and regulatory or legal changes in the jurisdictions where the Company carries on its

business that might interfere with the Company’s business and prospects. The reader is urged to refer to

the Company’s reports, publicly available through the Canadian Securities Administrators’ System for

Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com for a more complete discussion

of such risk factors and their potential effects 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 release.