Star Metro - Kalo Gold Closes Oversubscribed $5.38 Million Private Placement

Each Unit consists of one common share (each, a "Share") in the capital of the Company and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire an additional Share at an exercise price of $0.08 per Share for a period of twenty-four 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.

Insider Participation

Terry Tucker, Chief Executive Officer and Director, Michael Nesbitt, Co-Founder and Director, 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 $120,000 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.

Use of Proceeds:

Immediate Drill Program Advancement: The Company intends to use the net proceeds to fund its exploration program at the drill-ready Vatu Aurum Project:

• Diamond drilling at high-priority epithermal targets where previous work has identified gold pathfinder anomalies and alteration signatures consistent with vertically intact gold systems, including the Dua, Rua, Tolu and Va Targets on the Namalau Trend, and diatreme and surge deposits within the Qiriyaga Complex.

• Continued geological mapping, trenching, and drilling along the Namalau, Loma and Buca Trends.

• Surface exploration - including soil sampling, trenching, and geological mapping - at Coqeloa and Wainikoro.

• Strategic working capital for sustained operations and market development.

Finders Fees

In connection with the closing of the second and final tranche, the Company paid finders' fees to eligible finders, consisting of $25,400 in cash, 592,334 Shares (each, a "Finder Share")and 1,100,334 finders' warrants. Each Finder Share was issued at a deemed price of $0.05 per share. 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.

United States Securities Law Disclaimer

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

ABOUT KALO GOLD CORP.

Kalo Gold Corp. (TSXV: KALO) is a gold exploration company focused on low-sulphidation epithermal systems in Fiji. The Company's 100%-owned Vatu Aurum Project spans 367 square kilometres on Vanua Levu, the northern island of Fiji, within a regionally significant back-arc basin that hosts preserved volcanic and hydrothermal features.

Exploration is centered on the Aurum Epithermal Field and the adjacent Qiriyaga Complex, where multiple structurally controlled gold targets have been identified. Trenching, geochemical sampling, and previous drilling have outlined high-level epithermal textures, pathfinder element anomalies, and alteration patterns consistent with vertically intact gold systems. Kalo is advancing a systematic exploration program including trenching, mapping, and drilling to evaluate the scale and depth potential of these mineralized trends.

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

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

and

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

For more information contact, 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

Certain statements in this release are forward-looking statements, which are statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include statements relating to the Company's intention with the use of proceeds and the Company's plans for future exploration on the Vatu Aurum GoldProject. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements included in this news release, other than statements of historical fact, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include quality and quantity of any mineral deposits that may be located, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, the Company's inability to raise the necessary capital to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company's filing statement dated February 9, 2021 and latest interim Management Discussion and Analysis filed with certain securities commissions in Canada.

The reader is cautioned that assumptions used in the preparation of any forward-looking statements herein may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, because of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect, and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

SOURCE: Kalo Gold Corp.

View the original press release on ACCESS Newswire

M.Johnston--SMC