Decoding Legal Jargon: How AI Legalese Decoder Simplifies K2 Gold’s CAD $15 Million Private Placement Announcement
- January 27, 2026
- Posted by: legaleseblogger
- Category: Related News
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K2 Gold Corporation Announces Private Placement of Common Shares
Overview of the Private Placement
Vancouver, British Columbia— (Newsfile Corp. – January 27, 2026) – K2 Gold Corporation (TSXV: KTO) (OTCQB: KTGDF) (FSE: 23K) ("K2" or the "Company") has officially declared a non-brokered private placement. Under this offering, the Company will issue up to 21,428,572 common shares in its capital, referred to as the "Offered Shares." Each Offered Share will be priced at CDN$0.70 (the "Offering Price"), aiming to secure total gross proceeds of up to CDN$15,000,000 (the "Offering").
Proposed Sale of Offered Shares
The Offered Shares will be marketed to buyers residing in all provinces and territories of Canada, except Quebec. This will occur under the listed issuer financing exemption outlined in Part 5A of National Instrument 45-106—Prospectus Exemptions (“NI 45-106”). This exemption has recently been updated by the Coordinated Blanket Order 45-935, which addresses exemptions from certain conditions for the listed issuer financing exemption. Notably, these Offered Shares will not be subject to a statutory hold period in Canada, aside from the potential four-month hold period as stipulated by the TSX Venture Exchange (the “TSXV”).
Accessibility of the Offering Document
Investors interested in partaking in this offering can access the official Offering Document through the Company’s profile available at www.sedarplus.ca and directly on the Company’s own website at www.k2gold.com. It is crucial that prospective investors review the Offering Document thoroughly prior to making any investment decisions, as it provides vital insights into the terms and implications of the offering.
International Availability of the Offering
While the primary focus is on Canadian residents, the Offering may also be available to international investors in jurisdictions outside of Canada. This will occur on a private placement basis compliant with all relevant laws, provided that it does not necessitate the filing of a prospectus, registration statement, or similar documents in those jurisdictions. All securities not issued in accordance with the Listed Issuer Financing Exemption will be subject to a hold period of four months under applicable Canadian securities laws and any resale restrictions in the purchaser’s jurisdiction.
Allocation of Proceeds from the Offering
The Company plans to utilize the net proceeds from this Offering primarily for exploration activities at the Mojave and Si2 projects, alongside general corporate expenses. The closing of this Offering is anticipated to occur as soon as possible. Furthermore, K2 may issue finders’ fees to qualified arm’s length finders as permitted by applicable securities laws and TSXV policies.
Conditions for Closing the Offering
Completion of the Offering will hinge on meeting several customary closing conditions, which include obtaining all necessary regulatory approvals, particularly from the TSXV, ensuring a smooth and compliant process.
Securities Registration and legal Considerations
The securities described in this news release have not been registered under the U.S. Securities Act of 1933 or any state securities laws, thus they cannot be offered or sold within the United States unless registered or an exemption from registration is applicable. This announcement does not represent an offer to sell or a solicitation to buy any securities in the U.S. The term "United States" is defined as per Regulation S under the U.S. Securities Act.
Helping You Understand Complex legal Language
In navigating this intricate announcement and its legal implications, AI legalese decoder can serve as a valuable resource. As a platform designed to translate complex legal jargon into plain language, it can help investors and stakeholders better understand the terms and conditions surrounding the Offering and any associated risks or requirements. By simplifying the legal language, AI legalese decoder empowers users to make informed decisions and engage more confidently in investment opportunities.
About K2 Gold Corporation
K2 is led by an experienced team that has successfully executed over $2.6 billion in gold transactions, including notable sales such as the C$1.8 billion transaction of Great Bear Resources to Kinross and Kaminak Gold’s sale to Goldcorp for approximately C$520 million. The Chairman, John Robins, who previously chaired Kaminak, is poised to achieve significant outcomes for K2. K2 is also part of the Discovery Group, a coalition of companies responsible for discovering over 10 million ounces of gold.
Detailed Insights into the Mojave Project
The Mojave project spans 5,830 hectares in California, focusing on oxide gold and base metal targets. Historical drilling by renowned companies such as Newmont and BHP has identified several surface gold targets. K2 has undertaken comprehensive studies, including geochemical, geophysical surveys, and a 17-hole RC drill program. Results have yielded impressive grades, such as 6.68 g/t Au over 45.72m from surface at the Dragonfly Zone.
Exploring the Si2 Project
The Si2 Project represents a low-sulphidation epithermal gold system in Nevada, within the Walker Lane Trend. Initial shallow drilling only touched the surface of the potential gold reserves, revealing anomalous values. K2 has conducted detailed geological assessments and analysis, revealing the untapped depth likely containing higher-grade mineralization, positioning Si2 for substantial future exploration.
Commitment to Responsible Exploration
K2 Gold Corporation is committed to conducting responsible exploration while prioritizing safety, stakeholder engagement, and high-quality project advancement through a methodical and collaborative approach.
Qualified Person’s Statement
The technical details outlined in this announcement have been curated in alignment with Canadian regulatory requirements as per NI 43-101 and have been approved by Eric Buitenhuis, M.Sc., P.Geo., K2’s Qualified Person and Vice President of Exploration.
Contact Information
For further inquiries regarding K2 Gold Corporation or this announcement, please visit our website at k2gold.com or contact our Canadian office at 778-266-1456 or via email at [email protected].
Cautionary Note on Forward-Looking Statements
This announcement includes forward-looking statements that contain risks and uncertainties. Various factors, such as operational challenges and regulatory approvals, may influence actual results. Readers should carefully consider these factors and not place undue reliance on the forward-looking statements.
Disclaimer: The TSX Venture Exchange and its Regulation Services Provider take no responsibility for the accuracy of this release. Additionally, this communication is not intended for distribution to U.S. newswire services or dissemination within the United States.
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