Toronto, Ontario--(Newsfile Corp. - January 12, 2026) - KO Gold Inc. (CSE: KOG) ("KO Gold" or the "Company") is pleased to announce that, further to its news release dated December 15, 2025, it has increased the size of its previously announced non-brokered private placement (the "Private Placement") due to strong investor demand.
The Private Placement was previously comprised of up to 12,000,000 units (the "Units") at a price of $0.15 per Unit. The Company has increased the maximum number of Units issuable at a price of $0.15 per Unit to up to 14,914,866 Units, for aggregate gross proceeds of up to $2,237,230.
Each such Unit will consist of one common share of the Company (each, a "Share") and one transferable common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to acquire one additional Share at an exercise price of C$0.25 for a period of three (3) years from the date of issuance.
The Company expects to complete a first closing of the Private Placement on January 14, 2026, for aggregate gross proceeds of $1,980,475.35, representing the issuance of 13,203,169 Units (the "Initial Tranche").
In addition, the Company expects to complete a further closing of the Private Placement (the "Second Tranche") for aggregate gross proceeds of approximately up to $458,555, consisting of the issuance of:
(a) up to 1,711,697 Units at a price of $0.15 per Unit; and
(b) up to 1,034,872 Units at a price of $0.195 per Unit.
Each Unit issued at a price of $0.15 per Unit will consist of one Share and one Warrant, with each such Warrant entitling the holder to acquire one additional Share at an exercise price of C$0.25 for a period of three (3) years from the date of issuance.
Each Unit issued at a price of $0.195 per Unit will consist of one Share and one Warrant, with each such Warrant entitling the holder to acquire one additional Share at an exercise price of C$0.26 for a period of three (3) years from the date of issuance.
All securities to be issued in connection with the Initial Tranche will be subject to a statutory hold period expiring on May 15, 2026, in accordance with applicable Canadian securities laws.
Completion of the Second Tranche of the Private Placement is subject to shareholder approval pursuant to the policies of the Canadian Securities Exchange, as the issuance of securities under the Private Placement would result in the issuance of securities in excess of 100% of the Company's issued and outstanding common shares on a fully diluted basis.
The Company intends to obtain the required shareholder approval by written consent of shareholders holding a majority of the outstanding common shares of the Company, as permitted under the policies of the Canadian Securities Exchange.
Upon receipt of such shareholder approval and all required regulatory approvals, the Company expects to close the Second Tranche of the Private Placement. The Private Placement is for aggregate gross proceeds of up to approximately $2,439,030, assuming completion of all tranches.
The Company intends to use the net proceeds from the Private Placement for general working capital purposes and to fund ongoing exploration and drilling programs in the Otago Gold District, New Zealand.
In connection with the Initial Tranche, the Company expects to pay finder's fees of $28,735 in cash and expects to issue 191,567 finder's warrants (the "Finder's Warrants") to certain qualified parties upon closing. Each Finder's Warrant will be exercisable to acquire one common share at an exercise price of C$0.25 for a period of three (3) years from the date of issuance, being on the same terms as the warrants issued in connection with the Initial Tranche of the Private Placement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities 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, and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.
About KO Gold Inc.
KO Gold is a Canadian junior exploration company listed on the CSE under "KOG". The Company's strategy is to acquire and explore highly prospective gold properties within the Otago Gold District in New Zealand. KO Gold presently, has four 100%-owned prospecting and exploration permits within the Otago Gold District for a combined land package of 400 km2 (including the Carrick Range exploration permit application). The Company's Smylers, Hyde and Glenpark EPs are located adjacent to OceanaGold's Macraes Gold Mine and the Carrick EP hosts the historic Carrick Goldfield which holds promise as a significant gold deposit near Santana Minerals' Bendigo-Ophir Gold Project. The Company also has an NSR on three additional permits, Garibaldi, Raggedy Range, and Rough Ridge South totaling 243km2. KO Gold has spent over C$3M in exploration and drilling on its permits in the Otago Gold District over the past five years including RC and diamond drilling on its Smylers EP.
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The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information
This news release contains certain forward-looking statements within the meaning of applicable Canadian securities laws. Forward-looking statements are frequently characterized by words such as "plan," "expect," "intend," "anticipate," "propose," "estimate," "may," "will," "would," "potential," or variations of such words and phrases, or statements that certain actions, events or results "may," "could," or "will" occur.
Forward-looking statements in this news release include, but are not limited to, statements regarding: the completion of the balance of the Private Placement; the receipt of shareholder approval by written consent and other required regulatory approvals; the anticipated timing of such approvals and any additional closings; the intended use of proceeds of the Private Placement; and the payment of finder's fees and issuance of finder's warrants, if any.
Forward-looking statements are based on the reasonable assumptions, estimates and opinions of management as of the date of this news release and are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation: the risk that shareholder approval may not be obtained or may be delayed; the risk that required regulatory or exchange approvals may not be obtained on a timely basis or at all; changes in market conditions; the Company's ability to complete the Private Placement on the terms announced or at all; and the risk that the proceeds of the Private Placement may not be used as currently anticipated.
Although the Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results may differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking statements. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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