KO Gold Announces Debt Settlement

Vancouver, November 27, 2025 - KO Gold Inc. (CSE: KOG) ("KO Gold" or the "Company") announces that it has entered into debt settlement agreements (the "Settlement Agreements") to settle outstanding debts owed to certain creditors totaling $493,471.24, including outstanding fees owed to management and contractors working for KO Gold (the "Debt Settlement"). Pursuant to the Settlement Agreements, the Company has agreed to issue an aggregate of 2,467,356 common shares at a deemed price of $0.20 per common share to settle the debts.

Securities issued pursuant to the Settlement Agreements will have a statutory hold period of four months and one day in accordance with applicable securities laws. Following closing of the Debt Settlement, the Company's balance sheet will be strengthened through the elimination of the applicable liabilities

Two insiders of the Company will be participating in the Debt Settlement, settling an aggregate of $282,871.24 of indebtedness through the issuance of 1,414,356 common Shares. Such participation constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, on the basis that the fair market value of the insider participation does not exceed 25% of the Company's market capitalization.

About KO Gold Inc.

KO Gold is a Canadian junior exploration company listed on the CSE under "KOG". The Company's strategy is to acquire and explore highly prospective gold properties within the Otago Gold District in New Zealand and has an ongoing program of permit exploration and drilling. KO Gold presently has four 100%-owned exploration permits and one exploration permit under application (Carrick Range) within the Otago Gold District for a combined land package of 400 km². The Company's Smylers Gold, Hyde and Glenpark EPs are located adjacent to OceanaGold's Macraes Gold Mine and the Carrick EP hosts the historic Carrick Goldfield which holds promise as a significant gold deposit near Santana Minerals' Bendigo-Ophir Gold Project. The Company also has an NSR on three additional permits including Garibaldi, Raggedy Range, and Rough Ridge South totaling 340 km^2. KO Gold has on and drilling on its permits in the Otago Gold District over the past five years including RC and diamond drilling on its Smylers Gold EP.

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities legislation, including statements with respect to the completion of the Debt Settlement, the issuance of the commons shares, the receipt of any required regulatory approvals, and the anticipated effects of the Debt Settlement on the Company's financial position and business strategy. Forward-looking information is based on the reasonable assumptions, estimates, expectations, analyses and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual events, results, performance or achievements of the Company to differ materially from those expressed or implied by such forward-looking information. These risks, uncertainties and factors include, among others: the risk that the Debt Settlement may not be completed on the terms or timeline currently contemplated, or at all; the risk that required regulatory or stock exchange approvals will not be obtained or will be obtained subject to conditions; general business, economic, competitive, political and social uncertainties; risks related to exploration and mining operations; volatility in commodity prices; risks related to the Company's ability to maintain stock exchange listings; risks related to future financing requirements; and the risk factors discussed in the Company's continuous disclosure documents available under the Company's profile at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof and is expressly qualified in its entirety by this cautionary statement. The Company undertakes no obligation to update or revise any forward-looking information, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276232