Kenorland Completes Top-Up Right from Sumitomo and Centerra

The new shares preserve Sumitomo’s 10.1% and Centerra’s 9.9% ownership interests while adding cash to Kenorland.

Rhea-AI Summary

Kenorland Minerals (KLDCF) completed share issuances under Sumitomo Metal Mining Canada’s and Centerra Gold’s top-up rights, raising $114,393.41 in gross proceeds.

The company issued 45,794 shares at $2.498 per share. Sumitomo received 23,126 shares to retain its 10.1% interest, while Centerra received 22,668 shares to retain its 9.9% interest. The shares carry a statutory hold period expiring February 2, 2027.

Sumitomo’s ownership above 10% made its transaction a related-party transaction under minority shareholder protection rules. Kenorland relied on exemptions from formal valuation and minority shareholder approval requirements because the fair market value of either transaction did not exceed 25% of its market capitalization. The top-up rights were granted under investor rights agreements dated November 3, 2021, and May 28, 2024.

Positive

• Minor point$114,393.41 in gross proceeds raised through the completed top-up share issuances.

Negative

• Minor point45,794 new shares at $2.498 per share dilute holders not participating in the top-up issuances.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - October 2, 2026) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces that, further to its press release dated September 18, 2026, 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 their 10.1% and 9.9% interest in the Company, respectively, as granted within the investor rights agreements dated November 3, 2021 and May 28, 2024.

An aggregate of 45,794 shares were issued at a price of $2.498 per share for aggregate gross proceeds of $114,393.41. 23,126 shares were issued to Sumitomo in order to retain its 10.1% interest in the Company and 22,668 shares were issued to Centerra in order to retain its 9.9% interest in the Company. The common shares issued are subject to a statutory hold period in accordance with applicable securities legislation and the rules and policies of the TSXV expiring on February 2, 2027.

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 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, which contains an Inferred Mineral Resource of 14.5 Mt at 5.47 g/t Au for 2.55 Moz of gold. 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
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/317106

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Kenorland raise through Sumitomo and Centerra’s top-up rights?

Kenorland raised $114,393.41 in aggregate gross proceeds by issuing 45,794 shares at $2.498 per share. The exercise of both investors’ top-up rights is complete.

What ownership interests did Sumitomo and Centerra retain in Kenorland?

Sumitomo retained a 10.1% interest and Centerra retained a 9.9% interest in Kenorland. Sumitomo received 23,126 shares, and Centerra received 22,668 shares through the top-up issuances.