VANCOUVER, BC / ACCESS Newsline / January 19, 2026 / If Gold Corp. (TSXV:KALO,OTC:KLGDF) (“If“, “If it’s gold“or the”Company“) is pleased to announce that, further to the press releases dated December 2, 2025 and December 23, 2025, the Company has closed the final tranche of its previously announced non-brokered private placement under the Listed Issuer Financing Exemption (as defined herein) of 1,480,275 units (the “Unit“) for $0.32 per unit (the “Offer price“) for gross proceeds of $473,688 (the “LIFE OFFER“). At the same time, the Company also closed the second tranche of its previously announced unbrokered private placement of Units of 4,680,625 Units at the Offering Price for gross proceeds of $1,497,800 (the “Simultaneous offer“, and together with the LIFE offering, the “Offers“) for aggregate proceeds of $1,971,488. Including the first tranche, the Company issued in connection with the offering an aggregate of 38,920,275 Units for aggregate gross proceeds of $12,454,488.
“I would like to thank both our new and existing shareholders for their strong support in this financing,” said Terry L. Tucker, P.Geo., President and CEO of Kalo Gold Corp. “Now that this financing has been completed, we look forward to continuing exploration at the Vatu Aurum Project and will soon provide a comprehensive update on our 2026 exploration plans.”
Each Unit consists of one common share (each a “Part“) in the capital of the Company and half of one ordinary warrant for the purchase of shares (each a “Deposit“). Each Warrant is exercisable for one Share at the exercise price of $0.50 for a period of thirty-six months from the date of issuance. In addition, the expiration date of the Warrants is subject to acceleration as the volume weighted average trading price of the Shares on the TSX Venture Exchange (“).TSXV“) (or other exchange on which the Shares are subsequently listed or listed) is greater than $0.75 for a period of twenty (20) consecutive trading days, in which case the expiration date of the Warrants may be accelerated to a date thirty (30) days after the date on which the Company notifies the Warrantholders by press release that the expiration date has been accelerated.
The LIFE offering is being conducted under the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus exemptions, as amended by Coordinated General Order 45-935 – Exemptions from certain conditions of the exemption for financing of listed issuers(the “Exemption for financing of listed issuers“). As a result, securities acquired under the LIFE Offering by investors resident in Canada will not be subject to a hold period under applicable Canadian securities laws. Provided, however, that any Warrants issued under the LIFE Offering will not be exercisable within 60 days. Any securities acquired under the Concurrent Offering will be subject to a four (4) month hold period under applicable Canadian securities laws.
The Company intends to use the net proceeds from the Offering for drilling and exploration of the Vatu Aurum Project and for working capital, marketing and general corporate purposes.
In connection with the first, second and final tranches of the Offering, the Company paid finders’ fees in the amount of $209,046 and issued 1,260,261 finders’ warrants. Each finder’s warrant entitles the holder to acquire one Share at an exercise price of $0.50 per share for a period of 36 months from the date of issuance, under the same terms and conditions as the Warrants issued pursuant to the Concurrent Offering.
One Company insider participated in the Concurrent Offering for approximately C$32,000. The issuance of Participations to such an insider is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101“). The Company relies on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) with respect to such insider participation as the fair market value of the transaction, to the extent any interested parties are involved, does not exceed 25% of the market capitalization of the Company.
The securities issued pursuant to the Offering 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 or to, or for the account or benefit of, “US Persons” (as defined in Regulation S under the US Securities Act) absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Kalo Gold Corp.
Kalo Gold Corp., a gold exploration company, targeting epithermal gold deposits at the company’s Vatu Aurum Project, located on Vanua Levu (North Island). Kalo owns 100% of two special prospecting licenses covering 367 km² and including a regional back arc basin with volcanic calderas. Historical and ongoing research has identified numerous priority epithermal gold targets.
On behalf of the Board of Directors of Kalo Gold Corp.
Terry L. Tucker, P. Geo.
President and CEO
Kevin Ma, CPA, CA
Executive Vice President, Capital Markets and Director
For more information, please write to info@kalogoldcorp.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Forward-Looking Statements Disclaimer
This press release may contain certain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) regarding the closing of the Offering, use of proceeds and other such future events and the future business, operations and financial performance and condition of Kalo. Forward-looking statements normally include words such as “will”, “intend”, “anticipate”, “may”, “should”, “may”, “could”, “expect”, “estimate”, “predict”, “plan”, “potential”, “project”, “assume”, “consider”, “believe”, “will”, “planned” and similar terms. Forward-looking statements are not guarantees of future performance, actions or developments and are based on expectations, assumptions and other factors that management currently believes to be relevant, reasonable and appropriate in the circumstances. Although management believes that the forward-looking statements contained herein are reasonable, actual results may differ materially due to the risks and uncertainties associated with and inherent in Kalo’s business. Additional material risks and uncertainties that apply to the forward-looking statements contained herein include, without limitation, the impact of general economic conditions and unforeseen events and developments. This list is not exhaustive of the factors that could affect the company’s forward-looking statements. Many of these factors are beyond Kalo’s control. All forward-looking statements in this press release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this press release are made as of the date hereof and Kalo undertakes no obligation to publicly update or revise the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Risks and uncertainties about the Company’s operations are discussed in more detail under the heading “Risk Factors” in management’s most recent discussion and analysis. They are otherwise disclosed in filings with securities regulators available on SEDAR+ at www.sedarplus.ca.
SOURCE: If Gold Corp.
View the original press release on ACCESS Newswire
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