K2 Gold Announces Non-Brokered Private Placement to Raise up to CAD $15 Million

Vancouver, British Columbia--(Newsfile Corp. - January 27, 2026) - K2 Gold Corporation (TSXV: KTO) (OTCQB: KTGDF) (FSE: 23K) ("K2" or the "Company") today announced a non-brokered private placement whereby the Company will issue up to 21,428,572 common shares in the capital of the Company (the "Offered Shares") at a price of CDN$0.70 per Offered Share (the "Offering Price") for total gross proceeds of up to CDN$15,000,000 (the "Offering").

The Offered Shares will be offered for sale to purchasers resident in each of the provinces and territories of Canada, other than Quebec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The Offered Shares will not be subject to a statutory hold period in Canada (except to the extent the four-month hold period of the TSX Venture Exchange (the “TSXV”) applies).

The offering document (the "Offering Document") related to the Offering can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.k2gold.com. Prospective investors should read the Offering Document before making an investment decision.

The Offering may also be offered in jurisdictions outside of Canada on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period of four months under applicable securities laws in Canada, in addition to any resale restrictions applicable in the purchaser's jurisdiction.

The Company intends to use the net proceeds from the Offering for exploration at the Mojave and Si2 projects as well as for general corporate purposes. Closing of the Offering is expected to occur as soon as practicable. The Company may pay finders' fees in connection with the Offering to eligible arm's length finders in accordance with applicable securities laws and the policies of the TSXV.

Completion of the Offering is subject to certain customary closing conditions including, but not limited to, receipt of all necessary regulatory approvals, including any applicable approval of the TSXV.