Kenorland Completes Top-Up Right from Sumitomo and Centerra

Rhea-AI Summary

Kenorland Minerals (TSXV: KLD) (OTCQX: KLDCF) has completed the exercise of Sumitomo Metal Mining Canada and Centerra Gold Inc.'s 'top-up right' to maintain their respective 10.1% and 9.9% interests in the company. This follows the investor rights agreements dated November 5, 2021, and May 28, 2024.

The transaction involved issuing 322,640 common shares for a total consideration of $338,772. These shares are subject to a statutory hold period until January 28, 2025. As Sumitomo owns more than 10% of Kenorland's outstanding shares, the transaction is considered a 'related party transaction' under MI 61-101. However, Kenorland has relied on exemptions from formal valuation and minority shareholder approval requirements, as the fair market value does not exceed 25% of the company's market capitalization.

Positive

• Sumitomo and Centerra maintain their significant ownership stakes in Kenorland, potentially indicating continued confidence in the company
• The company raised $338,772 through the share issuance, providing additional capital

Negative

• The share issuance may result in slight dilution for existing shareholders

Vancouver, British Columbia--(Newsfile Corp. - October 1, 2024) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces further to its press release dated September 20, 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 322,640 common shares were issued for aggregate consideration of $338,772. 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 January 28, 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/225297

FAQ

What was the purpose of Kenorland Minerals' recent share issuance to Sumitomo and Centerra?

The share issuance was to allow Sumitomo Metal Mining Canada and Centerra Gold Inc. to exercise their 'top-up right' to maintain their respective 10.1% and 9.9% ownership interests in Kenorland Minerals (KLDCF).

How many shares did Kenorland Minerals (KLDCF) issue in this transaction?

Kenorland Minerals (KLDCF) issued an aggregate of 322,640 common shares in this transaction.

What was the total value of the shares issued by Kenorland Minerals (KLDCF) in this transaction?

The total consideration for the 322,640 common shares issued by Kenorland Minerals (KLDCF) was $338,772.

When does the statutory hold period for the newly issued Kenorland Minerals (KLDCF) shares expire?

The statutory hold period for the newly issued shares of Kenorland Minerals (KLDCF) expires on January 28, 2025.