K2 Gold Corporation Closes C$25.25 Million Financing
K2 Gold Corporation Closes C$25.25 Million
Financing
Not for distribution to United States newswire services or for dissemination in
the United States.
Vancouver, British Columbia--(Newsfile Corp. - February 10, 2026) - K2 Gold Corporation (TSXV: KTO)
(OTCQB: KTGDF) (FSE: 23K) ("
K2
" or the "
Company
") is pleased to announce that it has closed its
offering under the listed issuer financing exemption (the "
LIFE Offering
"), previously disclosed in the
Company's press releases dated January 27, 2026, January 29, 2026, and February 4, 2026. Under the
LIFE Offering K2 sold
36,071,429
common shares in the capital of the Company (each, a "
Common
Share
"), at a subscription price of CDN$0.70 per Common Share, for gross proceeds of
CDN$
25,250,000
.
The Company intends to use the net proceeds from the LIFE Offering for exploration at the Mojave and
Si2 projects, as well as for general corporate purposes.
The Common Shares sold under the LIFE Offering were issued pursuant to the listed issuer financing
exemption available under Part 5A of National Instrument 45-106 –
Prospectus Exemptions
as
amended by Coordinated Blanket Order 45-935 –
Exemptions from Certain Conditions of the Listed
Issuer Financing Exemption
, in each of the provinces and territories of Canada other than Quebec.
The Company paid cash finder's fees, in compliance with the policies of the TSX Venture Exchange and
applicable securities legislation, to the following arm's length finders in connection with subscriptions
from subscribers introduced by them for a portion of the LIFE Offering: (i) CDN$256,200 to Haywood
Securities Inc.; (ii) CDN$700,000 to ATB Capital Markets Corp.; and (iii) CDN$315,000 to Canaccord
Genuity Corp.
Closing of the LIFE 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. The
Common Shares issued under the LIFE Offering will not be subject to a statutory hold period pursuant to
applicable Canadian securities laws.
Following closing of the LIFE Offering, the Company has a total of 234,341,670 Common Shares
outstanding.
The securities referred to in this news release 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
may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S.
Securities Act) without registration under the U.S. Securities Act and all applicable U.S. state securities
laws, or in compliance with an exemption therefrom. This news release does not constitute an offer to
sell, or a solicitation of any offer to buy, nor shall there by any sale of these securities in any jurisdiction
where such offer, solicitation or sale would be unlawful.
About K2 Gold Corporation
K2 is led by a team that has delivered over $2.6 billion worth of gold transactions, including Great Bear
Resources' CDN$1.8 billion sale to Kinross and Kaminak Gold's sale to Goldcorp for approximately
CDN$520 million. In addition, K2 is part of Discovery Group, an alliance of companies individually
managed and focused on the advancement of global mineral exploration and mining projects with a
proven track record of generating shareholder value, and responsible for the discovery of over 10 million
ounces of gold.
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.
The
Si2 Project
is a low-sulphidation epithermal gold system located in Nevada within the Walker Lane
Trend. Historical shallow drilling tested only the uppermost levels of the system and returned anomalous
gold, silver, and pathfinder elements. Since acquiring the project, K2 has completed detailed geologic
mapping, surface geochemistry, geophysics, alteration mineralogy studies, fluid inclusion analysis, and
age dating. These integrated datasets confirm that prior drilling did not test the interpreted boiling zone,
where gold grades are typically maximized in epithermal systems. K2's work has delineated multiple
priority structural targets at depth, positioning Si2 for systematic drill testing of higher-grade potential
below historical intercepts.
The
Wels Project
lies approximately 60km south of Fuerte Metals Coffee project discovered by
Kaminak Gold Corporation (formerly a Discovery Group company prior to its acquisition by Goldcorp –
Newmont). Both the Coffee project and the Wels project lie within the Tintina Gold Belt, share similar
characteristics, and are host to structurally controlled gold mineralization within intrusive rocks exhibiting
multiple trends of mineralization.
K2's 2023 Reverse Circulation drilling program at the Wels Project intersected gold in each of 12 drill
holes, including the discovery of a new mineralized corridor at the Saddle South target. The Wels land
position consists of 350 contiguous quartz claims covering 7,200 hectares and lies within the traditional
territory of White River First Nation.
K2 is committed to responsible exploration, safety, Indigenous and community engagement, and
advancing high-quality projects through a collaborative and technically disciplined approach.
Qualified Person ("QP")
The technical information in this news release has been prepared in accordance with Canadian
regulatory requirements set out in NI 43-101 and reviewed and approved by Eric Buitenhuis, M.Sc.,
P.Geo., K2's QP and Vice President of Exploration.
On behalf of the Board of Directors,
"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
.
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 intended use of proceeds of the LIFE Offering, the
receipt of any regulatory approvals, including the final approval of the TSX Venture Exchange, with
respect to the LIFE Offering and the finders fees paid in connection with the closing of the LIFE Offering,
as well as any future plans, objectives and expectations of K2. These forward-looking statements and
information reflect the Company's current views with respect to future events and are necessarily based
upon a number of assumptions that, while considered reasonable by the Company, are inherently subject
to significant operational, business, economic, regulatory, or other unforeseen uncertainties and
contingencies. These assumptions include, without limitation: success of the Company's projects, prices
for metals remaining as estimated, currency exchange rates remaining as estimated, availability of funds
for the Company's projects, capital, decommissioning and reclamation estimates, prices for energy
inputs, labour, materials, supplies and services (including transportation), no labour-related disruptions,
no unplanned delays or interruptions in scheduled exploration, all necessary permits, licenses and
regulatory approvals are received in a timely manner, and the ability to comply with environmental, health
and safety laws. The foregoing list of assumptions is not exhaustive.
The Company cautions the reader that forward-looking statements and information involve known and
unknown risks, uncertainties and other factors that may cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements or information contained
in this news release and the Company has made assumptions and estimates based on or related to
many of these factors. Accordingly, readers should not place undue reliance on forward-looking
information. Such factors include, without limitation: fluctuations in the prices of precious metals,
fluctuations in prices for energy inputs, labour, materials, supplies and services (including transportation),
fluctuations in currency markets (such as the Canadian dollar versus the U.S. dollar), operational risks
and hazards inherent with the business of mineral exploration, inadequate insurance or inability to obtain
insurance to cover these risks and hazards, the Company's ability to obtain all necessary permits,
licenses and regulatory approvals in a timely manner, changes in laws, regulations and government
practices, including environmental, export and import laws and regulations, legal restrictions relating to
mineral exploration, increased competition in the mining industry for equipment and qualified personnel,
the availability of additional capital, title matters and the additional risks identified in the Company's
filings with Canadian securities regulators on SEDAR+ (
www.sedarplus.ca
). 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 TSXV, 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.
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
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/283480