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KTO.V ·

K2 Warrant Expiration Acceleration Results in Proceeds of $2.5 Million

Financings

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

Tel: 604-646-8354 Fax: 604-646-4526

TSX-V: KTO

NEWS RELEASE

K2 Warrant Expiration Acceleration Results in Proceeds of

$2.5 Million

Vancouver, B.C. – August 24, 2020 – K2 Gold Corporation (“ K2” or the “ Company”) (TSX-V:

KTO; OTCQ B: KTGDF; FRANKFURT: 23K ) is pleased to report that, it has received gross

proceeds of approximately $2.5 million from the exercise of 6,305,000 common share purchase

warrants (“Warrants”).

The Warrants were issued by K2 pursuant to the previously announced private placement that

closed on August 27, 2019. The Company elected to accelerate the expiry date of the Warrants

to August 22, 2020, as announced on July 23, 2020.

Following the exercise and expiry of the Warrants, K2 has 51,703,634 shares outstanding and no

outstanding share purchase warrants.

The Company intends to use the gross proceeds to fund exploration activities at the Mojave gold

project (“Mojave”) located in Inyo County, Southern California , and for general corporate

purposes.

About K2

K2 is a well financed gold and silver exploration company with approximately $ 3.4M cash and

projects in SW USA, Yukon and Alaska. 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. Besides

affording immediate drill targets , the property also includes undrilled historical trench results

including 4.2 g/t gold over 42.7m.

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 at 604-354-2491, or by email at [email protected].

K2 Gold Corporation is a proud member of Discovery Group. 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

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 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 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 Com pany 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.