Klondike Gold Closes Financing Raising $2,618,930

VANCOUVER, BC / ACCESSWIRE / May 2, 2023 / Klondike Gold Corp. (TSXV:KG)(FRA:LBDP)(OTCQB:KDKGF) ("Klondike Gold" or the "Company") is pleased to announce that it has closed its previously announced private placement for aggregate gross proceeds of $2,618,930.11 through the issuance of: (i) 14,059,348 flow-through units (each, a "FT Unit") at a price of $0.115 per FT Unit for gross proceeds of $1,616,825.02 (the "FT Offering"); and (ii) 9,543,858 non-flow-through units (each, a "NFT Unit" and, together with the FT Units, the "Units") at a price of $0.105 per NFT Unit for gross proceeds of $1,002,105.09 (the "LIFE Offering" and, together with the FT Offering, the "Offering").

Each FT Unit consists of one (1) common share in the capital of the Company issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) and one common share purchase warrant (a "Warrant"), entitling the holder to purchase an additional common share in the capital of the Company (a "Common Share") at a price of $0.20 for a period of twenty-four (24) months from the date of issuance. Each NFT Unit consists of one (1) Common Share and one Warrant.

In conjunction with the financing, an aggregate of $111,476 in finder's fees and 987,621 non-transferable finder warrants (each, a "Finder's Warrant") were paid. Each Finder's Warrant is exercisable into one (1) Common Share at a price of $0.20 for a period of twenty-four (24) months from the date of issuance.

The Company intends to use the gross proceeds from the FT Offering to continue exploration and development of the Company's Yukon properties and the net proceeds from the LIFE Offering for exploration expenditures on the Company's properties and for general working capital purposes.

The securities issued in connection with the FT Offering are subject to a four month statutory hold period expiring on August 29, 2023, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The LIFE Offering is being conducted pursuant to the Listed Issuer Financing Exemption (LIFE), under National Instrument 45-106 -- Prospectus Exemptions, and as a result, the NFT Units will not be subject to any statutory hold periods.

Two insiders of the Company participated in the Offering and acquired an aggregate of 2,990,000 NFT Units for total consideration of $313,950. The purchases by these insiders constitutes "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they are distributions of securities for cash and the fair market value of the units issued to, and the consideration paid by, the insider did not exceed 25% of the Company's market capitalization. No new insiders were created, nor any change of control occurred, as a result of the Offering.