KO Gold Closes Debt Settlement

Executive Summary

• KO Gold Inc. closed debt settlement agreements, extinguishing $493,471.24 of outstanding obligations by issuing 2,467,356 common shares at a deemed price of $0.20 per share.
• Two insiders participated, settling $282,871.24 of the debt through issuance of 1,414,356 shares, constituting a related‑party transaction under MI 61‑101.
• Insider Gregory Isenor’s beneficial ownership increased to approximately 12.76% of KO Gold’s common shares following the settlement; an early‑warning filing will be submitted to remedy prior non‑compliance.

Key Details

• Total debt settled: $493,471.24 (includes management and contractor fees).
• Shares issued for settlement: 2,467,356 common shares at a deemed price of $0.20 per share.
• Statutory hold period: Shares subject to a four‑month‑plus‑one‑day hold in accordance with securities laws.
• Insider participation:
• Amount settled by insiders: $282,871.24.
• Shares issued to insiders: 1,414,356 common shares.
• Transaction qualifies as a “related party transaction” under MI 61‑101; exemptions from formal valuation and minority approval were relied upon because the fair market value does not exceed 25% of market cap.
• Gregory Isenor ownership change:
• Pre‑settlement beneficial ownership: ~10.80% (2,638,000 shares).
• Post‑settlement beneficial ownership: ~12.76% (3,432,216 shares).
• Early Warning Disclosure:
• An early‑warning report will be filed under NI 62‑103 to correct an inadvertent prior non‑compliance.
• The report will detail Isenor’s previous position and will be available on the company’s SEDAR+ profile.
• Use of proceeds / impact: Settlement eliminates the specified debt, improving the company’s balance sheet; no additional cash proceeds were generated beyond the share issuance.

Notable Quotes

(No direct quotes provided in the release.)