K2 Gold Closes $1.4 Million Oversubscribed Flow-Through Private Placement

TSX-V: KTO

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

NEWS RELEASE

K2 Gold Closes $1.4 Million Oversubscribed

Flow-Through Private Placement

Not for distribution to United States newswire services or for dissemination in

the United States.

Vancouver, B.C. – August 22, 2023 – K2 Gold Corporation (“ K2” or the “ Company”) (TSX-V:

KTO; OTCQB: KTGDF; FRANKFURT: 23K) is pleased to announce the closing of the non-

brokered private placement financing as disclosed on July 27, 2023 by issuing a total of 8,756,666

charity flow-through shares (the “Charity FT shares”) at a price of C$0.16 per Charity FT share

(the “Offering Price”), for aggregate gross proceeds of C$1,401,066.56 (the “Offering”).

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 Company will pay finders fees in compliance with the policies of the TSX Venture Exchange

and applicable securities legislation, to arm’s length finders in connection with subscriptions from

subscribers introduced by them, totaling $49,032.00.

Insiders of the Company acquired an aggregate of 1,529,999 Charity FT shares in the Offering,

which participation constituted a “related party transaction” as defined under Multilateral

Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

Such participation is exempt from the formal valuation and minority shareholder approval

requirements of MI 61 -101 as neither the fair market value of the securities acquired by the

insiders, nor the consideration for the securit ies paid by such insiders, exceed 25% of the

Company’s market capitalization. As required by MI 61-101, the Company advises that it expects

to file a material change report relating to the Offering less than 21 days from completion of the

Offering, as the nature of the related party transaction is relatively immaterial, and was not

necessary to complete the Offering, and can generally be considered reasonable in the

circumstances.

Closing of the Offering is subject to certain customary conditions, including, but not limited to, the

receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All

securities issued under the Offering will be subject to a statutory hold period of four month hold

period in accordance with applicable Canadian securities laws. There are no material facts or

material changes regarding the Company that have not been generally disclosed.

About the Si2 Project

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.

About K2 Gold

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

Yukon.

The Wels Project is located in Western Yukon, approximately 40km east of the community of

Beaver Creek and 60km south of Newmont Goldcorp’s 4Moz Coffee deposit, within the traditional

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 date and is associated with quartz veining, brecciation, and sericite

alteration with anomalous As, Sb, and, locally, visible gold. Four 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 WorldView 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”

Anthony Margarit, 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 our Office in Canada 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 news release contains forward -looking statements that are not historical 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, including statements regarding the exploration program at Si2,

Wels, and Mojave, including results of drilling, and future exploration plans at Si2, Wels, and

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 Company's inability to raise

the necessary capital or to be fully able to implement its business strategies. 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 reliance should not be placed on these statements,

which only apply as of the date of this news release, and no assurance can be given t hat 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.