Star Metro - Kalo Gold Closes First Tranche $4.07 Million in Oversubscribed Private Placement to Fund Drilling at Vatu Aurum Project, Fiji

VANCOUVER, BC / ACCESS Newswire / May 12, 2025 / KALO GOLD CORP. (TSXV:KALO) ("Kalo", "Kalo Gold" or the "Company")is pleased to announce that it has closed a first tranche of its previously announced non-brokered private placement (the "Offering") of 81,335,000 units (the "Units") at a price of $0.05 per Unit for aggregate gross proceeds of $4,066,750. The Offering, originally announced for gross proceeds of up to $2,000,000, was upsized in response to strong investor demand. The second tranche will be expected to close on or around May 31, 2025.

The Company intends to use the net proceeds of the Offering to fund:

• General working capital and marketing initiatives.

3L Capital Inc. Provides Strategic Support and Acts as Financial Adviser to the Offering

The Company would like to acknowledge and thank 3L Capital Inc. for its extensive support as financial adviser to the Offering. In addition to introducing strategic investors and acting as finder, 3L provided Kalo with valuable capital markets insight, transaction structuring, market advisory, and strategic communications support throughout the financing process. Their involvement included evaluating near-term market dynamics, advising management on structure and timing, and contributing to the successful execution of the Offering.

The Offering

Each Unit consists of one common share (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Share at an exercise price of $0.08 per Share for a period of twenty-four (24) months from the date of issuance. In addition, the expiry date of the Warrants is subject to acceleration if the volume weighted average trading price of the Shares on the TSX Venture Exchange ("TSXV") (or such other stock exchange where the Shares are then listed or quoted) is greater than $0.15 for a period of twenty (20) consecutive trading days, in which case the expiry date of the Warrants may be accelerated to a date that is thirty (30) days following the date the Company provides notice to the Warrant holders, by way of a news release, that the expiry date has been accelerated.

Each Share and Warrant comprising the Unit is subject to a statutory hold period expiring on September 13, 2025, in accordance with applicable Canadian securities laws. Any Shares issued upon the exercise of a Warrant prior to that date will also be subject to the same hold period, expiring on September 13, 2025.

In connection with the closing of the first tranche, the Company paid finders' fees to eligible finders, consisting of $125,023 in cash and 2,780,450 finders' warrants. Each finder's warrant is exercisable to acquire one Share at an exercise price of $0.08 per Share for a period of twenty-four (24) months from the date of issuance.

Insider Participation

Kevin Ma, Executive Vice-President and Director, and Cam Grundstrom, Co-Founder and Director (collectively the "Insiders"), participated in the private placement. The Insiders collectively purchased a total of $50,000 of the Offering as per the following table:

Such participation constitutes a "related party transaction" within Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insiders is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) as the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company's market capitalization.

Debt Settlement

The Company also announces that it has entered into a shares-for-debt settlement agreement to settle debts totalling $150,000 with a company that has supplied services to the Company. The Company will issue a total of 3,000,000 Shares at a deemed price of $0.05 per share ("Settlement Shares") subject to the approval of the TSXV. The Settlement Shares will be issued pursuant to prospectus exemptions available under Canadian securities law and will be subject to a four-month hold period.

United States Securities Law Disclaimer

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws. Accordingly, they may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered or an exemption is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction in which such an offer, solicitation, or sale would be unlawful.

ABOUT 3L CAPITAL INC.

3L Capital is a premier boutique investment banking firm headquartered in Toronto, Canada, led by a veteran team with over 70 years of combined experience across major financial institutions. 3L offers tailored financial solutions, extensive distribution capabilities, and a proven track record of success. With a focus on empowering businesses, 3L Capital combines personalized service with industry-leading expertise. Its services include innovative financing solutions, strategic advisory, and corporate marketing - all designed to help companies unlock their full potential. The firm's mission is to navigate success through collaboration, innovation, and a relentless pursuit of excellence.

Since inception, 3L Capital's platform clients have consistently outperformed industry benchmarks, reflecting its commitment to delivering exceptional value through customized research, corporate marketing, and pivotal relationship introductions within the investment community. The firm has played a key role in completing over 439 transactions, raising

more than C$13.6 billion across diverse industries.

For more information, please visit www.3l-capital.com.

ABOUT KALO GOLD CORP.

Kalo Gold Corp. is a gold exploration company focused on the discovery of low sulphidation epithermal gold deposits at its 100%-owned Vatu Aurum Project, located on Vanua Levu (North Island) in the Republic of Fiji. The Project covers 367 km² under two Special Prospecting Licenses and encompasses a regionally significant back-arc basin hosting multiple volcanic calderas. Historical and ongoing exploration has identified over two dozen high-priority gold targets across structurally controlled and diatreme-hosted systems.

On behalf of the Board of Directors of Kalo Gold Corp.

Terry L. Tucker, P.Geo.
President and Chief Executive Officer

Kevin Ma, CPA, CA
Executive Vice President, Capital Markets and Director

For more information, please write to [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) 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") related to the closing of the Offering, use of proceeds and other such future events and Kalo's future business, operations, and financial performance and condition. Forward-looking statements normally contain words like "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", 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 are relevant, reasonable, and appropriate in the circumstances. Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Kalo's business. Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, the impact of general economic conditions, and unforeseen events and developments. This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Many of these factors are beyond the control of Kalo. All forward-looking statements included 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 at the date hereof, and Kalo undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. Risks and uncertainties about the Company's business are more fully discussed under the heading "Risk Factors" in its most recent management's discussion and analysis. They are otherwise disclosed in its filings with securities regulatory authorities available on SEDAR+ at www.sedarplus.ca

SOURCE: Kalo Gold Corp.

View the original press release on ACCESS Newswire

O.Poirier--SMC