K2 Gold Corporation Closes C$25.25 Million Financing

K2 Gold Corporation (TSXV: KTO,OTC:KTGDF) (OTCQB: KTGDF) (FSE: 23K) (“K2” or the “Company”) is pleased to announce that it has closed its offering under the publicly traded 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. In connection with 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 of the Mojave and Si2 projects, as well as for general corporate purposes.

The common shares sold in the LIFE offering were issued pursuant to the financing exemption for listed issuers available under Part 5A of National Instrument 45-106 – Prospectus exemptions as amended by Coordinated Framework Agreement 45-935 – Exemptions from certain conditions of the financing exemption of listed issuersin any of the provinces and territories of Canada other than Quebec.

The Company paid cash finding fees, in accordance with the policies of the TSX Venture Exchange and applicable securities laws, to the following independent finders in connection with subscriptions from subscribers they introduced 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.

The closing of the LIFE Offering is subject to certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance from the TSX Venture Exchange. The common shares issued under the LIFE Offering are not subject to a statutory hold period under applicable Canadian securities laws.

Following the closing of the LIFE offering, the Company will have a total of 234,341,670 shares of common stock outstanding.

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 US state securities laws, and may not be offered or sold in the “United States” (as that term is defined in Regulation S under the US Securities Act) absent registration under the US Securities Act and any applicable US state securities laws, or pursuant to an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About K2 Gold Corporation
K2 is led by a team that has executed more than $2.6 billion in gold transactions, including the sale of Great Bear Resources for CDN$1.8 billion to Kinross and the sale of Kaminak Gold to Goldcorp for approximately CDN$520 million. In addition, K2 is part of the Discovery Group, an alliance of individually managed companies focused on advancing global exploration and mining projects with a proven track record of generating shareholder value, and responsible for the discovery of more than 10 million ounces of gold.

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 is a low sulfidation epithermal gold system in Nevada within the Walker Lane Trend. Historical shallow drilling only tested 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.

The Welsh Project is located approximately 60 km south of the Fuerte Metals Coffee project discovered by Kaminak Gold Corporation (formerly a Discovery Group company before 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 in intrusive rocks exhibiting multiple mineralization trends.

K2’s 2023 Reverse Circulation drill 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 is within the traditional territory of White River First Nation.

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.

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 intended use of proceeds from 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 finder’s 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 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.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE SUITABILITY OR ACCURACY OF THIS RELEASE

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283480