The Offer Shares will be offered for sale to purchasers resident in each of the provinces and territories of Canada, excluding Quebec, pursuant to the listed issuer exemption under Part 5A of National Instrument 45-106 – Prospectus exemptions (“IS45-106“), as amended by Coordinated General Order 45-935 – Exemptions from certain conditions of the financing exemption of listed issuers (the “Listed Issuer Financing Exemption”). The Offered Shares will not be subject to any statutory hold period in Canada (except to the extent of the four-month holding period of the TSX Venture Exchange (the “TSXV“) applies).
The offering document (the “Offer document“) relating to the Offer can be accessed via the company profile at www.sedarplus.ca and on the Company’s website at www.k2gold.com. Potential investors should read the offering document before making any investment decision.
The Offering may also be offered in jurisdictions outside Canada on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. Any securities not issued pursuant to the publicly traded issuer financing exemption are subject to a four-month hold period under applicable securities laws in Canada, in addition to any resale restrictions applicable in the purchaser’s jurisdiction.
The Company intends to use the net proceeds from the Offering for exploration of the Mojave and Si2 projects and for general corporate purposes. The closing of the Offering is expected to take place as soon as possible. The Company may pay finder’s fees in connection with the Offering to eligible competitive finders in accordance with applicable securities laws and policies of the TSXV.
Completion of the Offering is subject to certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including any applicable approval of the TSXV.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“), or any state securities laws, and may not be offered or sold within the United States absent registration under the US Securities Act and applicable state securities laws, unless an exemption from such registration is available. This press release does not constitute an offer to sell securities for sale or the solicitation of an offer to buy securities in the United States. “United States” has the meaning given in Regulation S under the US Securities Act.
About K2 Gold Corporation
K2 is led by a team that has executed more than $2.6 billion in gold transactions, including the C$1.8 billion sale of Great Bear Resources to Kinross and the sale of Kaminak Gold to Goldcorp for approximately C$520 million. Chairman John Robins, who was also chairman of Kaminak, is now ready to deliver results again for Q2. In addition, K2 is part of Discovery Group, an alliance of companies responsible for the discovery of more than 10 million ounces of gold.
About the Mojave Project
The Mojave Project is a 5,830-acre oxide gold project with base metal targets in California. Several 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, geological mapping, LiDAR, a WorldView 3 amendment survey and successfully completed a 17-hole RC drill program targeting the Dragonfly and Newmont zones. Highlights from K2’s drill program include 6.68 g/ton Au over 45.72 meters above surface in the Dragonfly Zone, and 1.69 g/ton Au over 41.15 meters from 44.20 meters depth in the Newmont Zone.
The Si2 project
The Si2 Project is a low sulfidation epithermal gold system located in Nevada within the Walker Lane Trend. Historical shallow drilling tested only the upper levels of the system and yielded anomalous gold, silver and pathfinder features. Since acquiring the project, K2 has completed detailed geological mapping, surface geochemistry, geophysics, alteration mineralogy investigations, fluid inclusion analysis and age dating. These integrated data sets confirm that previous drilling has not tested 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 potential beneath historic intercepts.
K2 is committed to responsible exploration, safety, engagement of indigenous peoples and communities, and advancing high-quality projects through a collaborative and technically disciplined approach.
Qualified Person (“QP”)
The technical information contained in this press release has been prepared in accordance with Canadian regulatory requirements set forth 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,
“Antonius Margaretha”
President and CEO K2 Gold Corporation.
K2 Gold Corporation is a member of Discovery Group based in Vancouver, Canada. For more information please visit: Discoverygroup.ca.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results, performance, prospects and opportunities to be materially different from the results, performance, prospects and opportunities expressed or implied by such forward-looking statements, including statements regarding the ability to complete the Offering on the proposed terms or at all, the expected use of proceeds from the Offering, the receipt of regulatory approvals relating to the Offering, the listing of the Offered Shares, the finder’s fees payable in connection with the 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 on 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: the success of the Company’s projects, metal prices remaining as estimated, exchange rates remaining as estimated, availability of funds for the Company’s projects, capital, decommissioning and recovery estimates, prices for energy inputs, labor, materials, supplies and services (including transportation), no labor-related disruptions, no unplanned delays or interruptions in planned exploration, all necessary permits, licenses and regulatory approvals being received in a timely manner and the ability to comply to 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 in this press release, and that 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 the prices of energy inputs, labor, materials, supplies and services (including transportation), fluctuations in foreign exchange markets (such as the Canadian dollar versus the U.S. dollar), operational risks and hazards inherent in the mineral exploration business, inadequate insurance or inability to obtain insurance to cover these risks and hazards, the Company’s ability to timely obtain all necessary permits, licenses and regulatory approvals to obtain, 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 sector for equipment and qualified personnel, the availability of additional capital, ownership issues 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 speak only as of the date of this press release, and no assurance can be given that such events will occur within the disclosed time frames or at all. Except as required by the securities laws and 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.
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