CALGARY, ALBERTA, February 9, 2026 – Kairos Gold Inc. (“Kairos” or the “Company”) is pleased to announce that the Company has closed the third and final tranche of its non-brokered private placement (the “Offering”), bringing the total funds raised under the Offering to $3,591,000.
Investor interest in the Offering exceeded the Company’s expectations, which management views as a reflection of Kairos’ promising mineral property portfolio, market confidence in the Company’s strategic direction, and the anticipated listing of the Company’s common shares on the TSX Venture Exchange (the “TSX-V”).
Michelle DeCecco, CEO of Kairos, commented: “We’re very grateful for the strong support received in this financing, which satisfies the capital requirements of our TSX-V listing application and supports the advancement of our Las Garillas and Carmona gold projects in Chile. We expect to submit our listing application this week and look forward to this next chapter with our shareholders as a public company.”
In the third tranche, the Company issued 10,455,000 units (the “Units”) at a price of $0.20 per Unit for gross proceeds of $2,091,000. Each Unit is comprised of one (1) common share of the Company (each a “Common Share”) and one-half of a Common Share purchase warrant (each whole warrant, a “Warrant”). Each full Warrant entitles the holder thereof to purchase one common share in the capital of the Company (each a “Warrant Share”) at a price of $0.35 per Warrant Share at any time prior to 5:00 p.m. (Calgary time) on the date that is thirty-six (36) months from the date of issuance of the Warrants. The Warrants include an acceleration provision whereby, if the Common Shares are listed and trade at or above $0.65 for 10 consecutive trading days, the Company may accelerate expiry of the Warrants whereby holders shall have 30 days from the date of notice of acceleration to exercise the Warrants. In connection with the Offering, the Company paid cash finder’s fees of $101,720 and issued 408,600 finder’s Warrants. Each finder’s Warrant allows the holder to acquire a Common Share of the Company at a price of $0.20 per Common Share for a period of 12 months from the date of issue. All common shares issued under the Offering, including those issued upon Warrant exercise, are subject to a four-month and one-day hold period.
The Company also announces the appointment of Mr. David Orr, B.Sc., to its Board of Directors (the “Board”). Mr. Orr brings more than 30 years of senior leadership experience focused on mineral exploration and resource development. Mr. Orr has held executive roles with public and private companies that will support the advancement of Kairos Gold’s Chilean gold portfolio.
ABOUT KAIROS GOLD
Kairos Gold is focused on advancing a portfolio of mineral exploration properties, spanning 22,433 hectares across five projects in Chile, positioned within the prolific Chilean mega porphyry belt that is known for its rich deposits of gold, silver, and copper. Kairos Gold is advancing its exploration strategy with a focus on near-term drill targets and long-term resource growth.
Further Information
To find out more about Kairos Gold, please contact Michelle DeCecco, CEO via email: michelle@kairosgold.ca, by phone: +1 403-393-1990 or Jana Lillies, CFO via email: jana@kairosgold.ca. Additional information about Kairos Gold may be found under the Company’s profile on SEDAR+ at www.sedarplus.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements: This press release may contain forward-looking statements, within the meaning of applicable securities legislation, concerning Kairos’ business and affairs. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “intends” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Such forward-looking statements include those with respect to: (i) management’s view that investor interest in the Offering reflects Kairos’ mineral property portfolio, market confidence in the Company’s strategic direction, and the anticipated listing of the Company’s common shares on the TSX Venture Exchange; (ii) the Company’s intention to use the net proceeds of the Offering to fund follow-up drilling at the Company’s Las Garillas and/or Carmona gold projects in Chile; and (iii) the expected timing for submitting the listing application to the TSX Venture Exchange. Statements of past performance should not be construed as an indication of future performance. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from the results discussed in the forward-looking statements. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking information is provided as of the date of this press release, and Kairos Gold assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities legislation.
ABOUT KAIROS GOLD INC.
Kairos Gold intends to strategically develop a property portfolio spanning 22,433 hectares across five projects in Chile, positioned within the prolific Chilean mega porphyry belt known for its rich deposits of gold, silver, and copper. The Company looks forward to continuing to report on exploration advancements on its Las Garillas property in this mineral-rich region.
To find out more about Kairos Gold, please contact Steven Cochrane, Director via email: steve@lithiumchile.ca or Michelle DeCecco, Director via email: michelle@lithiumchile.ca or by phone, 403-390-9095. Additional information about Kairos Gold may be found in its continuous disclosure documents filed with Canadian securities regulators on SEDAR+.
NOT FOR RELEASE IN THE UNITED STATES OF AMERICA
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. Any securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act“) and may not be offered or sold in the United States or to or for the account or benefit of a U.S. person in the absence of such registration or an exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws.
Forward Looking Statements
This news release may contain certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “expected”, “anticipated”, “aims to”, “plans to” or “intends to” or variations of such words and phrases or statements that certain actions, events or results “will” occur. In particular, this news release contains forward-looking statements relating to, among other things: the Company’s ability to obtain necessary approvals. Such forward-looking statements are based on various assumptions and factors that may prove to be incorrect, including, but not limited to, factors and assumptions with respect to: the general stability of the economic and political environment in which the Company operates; the timely receipt of required regulatory approvals; the ability of the Company to obtain future financing on acceptable terms; currency, exchange and interest rates; operating costs; the success the Company will have in exploring its prospects and the results from such prospects. You are cautioned that the foregoing list of material factors and assumptions is not exhaustive. Although the Company believes that the assumptions and factors on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct or that any of the events anticipated by such forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive there from. Actual results could differ materially from those currently anticipated due to a number of factors and risks including, but not limited to: fluctuations in market conditions, including securities markets; economic factors; the risk that the private placement will not be completed as anticipated or at all, including the risk that the Company will not receive the approvals necessary in connection with private placement. The Company does not undertake to update any forward-looking statements herein, except as required by applicable securities act requirements.