Kenorland Completes Top-Up Right from Sumitomo and Centerra

Rhea-AI Summary

Kenorland Minerals (TSXV: KLD) (OTCQX: KLDCF) has completed the 'top-up right' exercise with Sumitomo Metal Mining Canada and Centerra Gold, allowing them to maintain their respective 10.1% and 9.9% ownership interests in the company. The transaction involved issuing 63,453 common shares at $1.0492 per share, totaling $66,574.89. These shares are subject to a statutory hold period until April 21, 2025. As Sumitomo owns over 10% of Kenorland's shares, the transaction qualified as a 'related party transaction' under MI 61-101, though exemptions from formal valuation and minority shareholder approval were applied as the value was below 25% of the company's market capitalization.

Positive

• Maintained strategic investment relationships with major mining companies Sumitomo and Centerra
• Successful completion of share issuance at $1.0492 per share

Negative

• Share dilution through issuance of 63,453 new common shares

Vancouver, British Columbia--(Newsfile Corp. - December 20, 2024) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces that, further to its press release dated December 19, 2024, the Company, Sumitomo Metal Mining Canada Ltd. ("Sumitomo") and Centerra Gold Inc. ("Centerra"), have completed the exercise of Sumitomo's and Centerra's 'top-up right' to retain its 10.1% and 9.9% interest in the Company, respectively, as granted within the investor rights agreements dated November 5, 2021 and May 28, 2024.

An aggregate of 63,453 common shares were issued at a price of $1.0492 per share for aggregate consideration of $66,574.89. The common shares issuable in the private placement are subject to a statutory hold period in accordance with applicable securities legislation and the rules and policies of the TSXV expiring on April 21, 2025.

As Sumitomo is the beneficial owner of more than 10% of Kenorland's outstanding shares, it is a "related party" to the Company within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the transaction constituted a "related party transaction" within the meaning of MI 61-101.

The Company has relied upon on exemptions from formal valuation and the minority shareholder approval requirements of MI 61-101 found in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of either transaction does not constitute more than the 25% of the Company's market capitalization.

About Kenorland Minerals

Kenorland Minerals Ltd. (TSXV: KLD) is a well-financed mineral exploration company focused on project generation and early-stage exploration in North America. Kenorland's exploration strategy is to advance greenfields projects through systematic, property-wide, phased exploration surveys financed primarily through exploration partnerships including option to joint venture agreements. Kenorland holds a 4% net smelter return royalty on the Frotet Project in Quebec which is owned by Sumitomo Metal Mining Canada Ltd. The Frotet Project hosts the Regnault gold system, a greenfields discovery made by Kenorland and Sumitomo Metal Mining Canada Ltd. in 2020. Kenorland is based in Vancouver, British Columbia, Canada.

Further information can be found on the Company's website www.kenorlandminerals.com.

On behalf of the Board of Directors,

Zach Flood
President, CEO & Director

For further information, please contact:

Alex Muir, CFA
Investor Relations Manager
Tel +1 604 568 6005
info@kenorlandminerals.com

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved". Forward looking statements involve risks, uncertainties and other factors disclosed under the heading "Risk Factors" and elsewhere in the Company's filings with Canadian securities regulators, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although the Company believes that the assumptions and factors used in preparing these forward-looking statements are reasonable based upon the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements. Readers are therefore cautioned not to place undue reliance on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/234582

FAQ

How many shares did Kenorland Minerals (KLDCF) issue in the December 2024 top-up right exercise?

Kenorland Minerals issued 63,453 common shares at a price of $1.0492 per share.

What is the lock-up period for the new shares issued by Kenorland (KLDCF) in December 2024?

The common shares are subject to a statutory hold period expiring on April 21, 2025.

What percentage ownership do Sumitomo and Centerra maintain in Kenorland (KLDCF)?

Sumitomo maintains a 10.1% interest while Centerra maintains a 9.9% interest in Kenorland.

What was the total value of Kenorland's (KLDCF) December 2024 private placement?

The total value of the private placement was $66,574.89.