Kairos Gold closes $9.82 million private placement

  CALGARY, ALBERTA – TheNewswire - July 16, 2026 – Kairos Gold Inc. (“ Kairos Gold ” or the “ Company ”) (TSXV: KIRO) is pleased to announce that it has closed its previously announced non-brokered private placement of units, as upsized on July 13, 2026 (the “ Offering ”).   Pursuant to the Offering, the Company issued 16,373,902 units (the “ Units ”) at a price of $0.60 per Unit for aggregate gross proceeds of $9,824,341.20 .   Each Unit is comprised of one common share of the Company (a “ Common Share ”) and one-half of a share purchase warrant (“ Warrant ”). Each full Warrant entitles the holder to acquire an additional Common Share at a price of $0.88 for a period of two (2) years from the date of issuance. The Company may accelerate the expiry of the Warrants if the Common Shares trade at a price of at least $1.00 per Common Share for ten consecutive trading days, subject to the terms of the Warrants.   Michelle DeCecco, Chief Executive Officer of Kairos Gold, commented: “The success of the Offering supports the Company’s strategy to advance its district-scale opportunity through back-to-back exploration programs.

Drilling is underway and assays are forthcoming, with all efforts focused on demonstrating the potential of our highly prospective assets. We are grateful to be supported by a strong treasury and an incredible group of shareholders who believe in the Company and its projects.”   The proceeds of the Offering will be used to fund a Phase One exploration and drilling program at the Company’s Carmona Project. Exploration activities at Carmona are expected to commence immediately following completion of the Phase Three exploration program currently underway at the Las Garillas–Oro Brillante Project, located approximately seven kilometres from Carmona.

A portion of the proceeds may also be allocated to expand the current Phase Three exploration program at Oro Brillante should results warrant additional work. The proceeds will also be used for general working capital purposes, including expenses associated with the Offering.   In connection with the closing of the Offering, Kairos Gold paid cash commissions to qualified non-related parties in the aggregate amount of $396,290 and issued an aggregate of 660,484 finders warrants (the " Finders Warrants "). Each Finders Warrant is non-transferable and entitles the holder to acquire one Common Share at an exercise price of $0.60 per Common Share for a period of one year from the date of issuance.

The Company may accelerate the expiry of the Finders Warrants if the Common Shares trade at a price of at least $1.00 per Common Share for ten consecutive trading days, subject to the terms of the Finders Warrants.   David Orr, Michelle DeCecco and Jana Lillies, each an insider of the Company (collectively, the “ Insiders ”), acquired, directly or indirectly, an aggregate of 46,668 Units under the Offering. Their participation constitutes a “related party transaction” under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Insider participation did not exceed 25% of the Company’s market capitalization.