Mr. Arnold Kondrat reports

KGL RESOURCES COMPLETES PRIVATE PLACEMENT

KGL Resources Ltd. has completed its previously announced non-brokered private placement issuing 7.8 million common shares at a price of 10.5 cents per share for gross proceeds of $819,000. No further shares will be offered in the financing. Insiders of the company subscribed for seven million of the shares offered. Proceeds from the private placement will be used to extinguish existing indebtedness, finance public company reporting and compliance expenses, finance the company's search for and investigation of prospective assets or businesses to merge with or acquire, and for working capital and general corporate purposes. Of the proceeds from the financing, $382,720 has been used to repay indebtedness owning to Arnold Kondrat, president and chief executive officer of the company, and its controlling shareholder. All common shares issued in the financing are subject to a four-month hold period.

Due to the participation of insiders of the company in the financing, the transaction was considered to be to be a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and TSX Venture Exchange Policy 5.9 to the extent of such participation. As at Dec. 31, 2025 (unaudited), the company had cash resources of $709, current liabilities of $460,977 and a working capital deficiency of $459,047. The company relied on the financial hardship formal valuation and minority approval exemptions set out in Section 5.5(g) and Section 5.7(1)(e) of MI 61-101 in connection with the financing.

Mr. Kondrat, of Toronto, Ont., the president and chief executive officer of the company, and its controlling shareholder, acquired direct ownership of 6.7 million common shares in the financing. Mr. Kondrat advised the company that he directly beneficially owned 8,857,142 common shares of the company prior to the financing, representing approximately 60.23 per cent of the number of issued and outstanding common shares of the company on a non-diluted basis. Following completion of the financing, Mr. Kondrat has direct ownership of 15,557,142 common shares of the company, representing approximately 69.12 per cent of the number of issued and outstanding common shares of the company on a non-diluted basis. Mr. Kondrat has advised that he acquired the common shares in the financing for investment purposes and does not have any present intention to acquire additional securities of the company, but may, depending on the market and other conditions, increase or decrease his beneficial ownership of securities of the company, whether in the open market, by privately negotiated agreements or otherwise, subject to general market conditions and other available investment and business opportunities.

The early warning disclosure above is issued pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the company is a reporting issuer containing information with respect to the foregoing matters. Mr. Kondrat has confirmed that his early warning report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of the company.

We seek Safe Harbor.