K2 Gold Corporation Announces Non-Brokered Private Placement to Raise $750,000
51074034.3
NEWS RELEASE
K2 Gold Corporation Announces
Non-Brokered Private Placement to Raise $750,000
Not for distribution to United States newswire services or for dissemination in the United States.
Vancouver, British Columbia, May 10, 2018 – K2 Gold Corporation. (“K2”) (TSX-V: KTO) is pleased to announce
its intention to raise C$ 750,000 by way of a non- brokered private placement consisting of both non- flow-
through and flow- through unit offerings. The Company will issue up to 2,000,000 NFT Units and 833,333 FT
Units for total gross proceeds of up to $750,000.
Each non-flow-through unit (each, a “NFT Unit”) will be issued at a price of $0.25 and will consist of one common share
of K2 and one common share purchase warrant. Each warrant will be exercisable to acquire one common share
of K2 at an exercise price of C$0.37 for 12 months from the date of the closing of the Private Placement. The
common share purchase warrants will be subject to acceleration at K2’s discretion in the event its common
shares trade on the TSX Venture Exchange on a volume weighted average price (“VWAP”) basis of C$0.60 or
more for a period of ten consecutive trading days.
Each flow-through unit (each, a “FT Unit”) will be issued at a price of $0.30 and will consist of one common share of K2
and one half of one common share purchase warrant. Each whole warrant will be exercisable to acquire one
common share of K2 at an exercise price of C$0.45 for 12 months from the date of the closing of the Private
Placement. The common share purchase warrants will be subject to acceleration at K2’s discretion in the event
its common shares trade on the TSX Venture Exchange on a volume weighted average price (“VWAP”) basis of
C$0.60 or more for a period of ten consecutive trading days.
K2 has agreed (i) to pay a cash finder’s fee of 6 % of the aggregate proceeds raised from subscriptions arranged
by certain finders and (ii) to issue warrants equal to 6 % of the aggregate Units subscribed for pursuant to the
subscriptions arranged by such finders. Each warrant shall be exercisable for one com mon share at a price of
C$0.37 for a period of 12 months following the closing date of the Private Placement.
The closing of the Private Placement is expected to occur on or about June 5 th and is subject to the receipt of
all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued
pursuant to the Private Placement will be subject to a four month hold period in accordance with applicable
Canadian securities laws. There is no material fact or material change regarding K2 that has not been generally
disclosed.
K2 intends to use the net proceeds from the Private Placement predominantly for follow up soil sampling and
geophysics in the recently discovered gold rich Gunpowder and Chai zones at the Wels property, additional
staking of prospective ground outside of the Wels district and working capital for general corporate purposes.
About K2 Gold Corporation
51074034.3
K2 Gold Corporation is a junior mineral exploration comp any focused on building a portfolio of gold exploration
projects in the Yukon, including the Wels Property located approximately 185 km south of Dawson City, Yukon.
In addition to Wels the Company is conducting exploration at the Flume, Storck and Ladue pr operties in the
South Klondike district north of Wels. The Company has assembled an experienced management team and
board of directors with a track record of discovery success.
For additional information please contact Stephen Swatton at 604-331-5093.
On behalf of the Board of Directors,
“Stephen Swatton”
President and CEO
K2 Gold Corporation
Forward-Looking Caution:
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 f rom those expressed or implied by such forward- looking statements.
Factors that could cause actual results to differ materially from these forward -looking statements include, but
are not limited to, acceptance of the extension by the TSXV. The reader is re ferred 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 plac ed 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 Excha nge, 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 I S DEFINED IN
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.