Kenorland Completes Top-Up Right from Sumitomo and Centerra

Rhea-AI Summary

Kenorland Minerals (OTCQX: KLDCF) completed the exercise of Sumitomo and Centerra's top-up rights to maintain their 10.1% and 9.9% stakes. The company issued 49,002 shares at prices of $2.38 and $2.35, raising $115,826.88, with a hold period to September 20, 2026.

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Vancouver, British Columbia--(Newsfile Corp. - May 22, 2026) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces that, further to its press releases dated April 20, 2026 and May 8, 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 49,002 shares were issued, of which 22,406 shares were issued at a price of $2.38 per share and 26,596 shares were issued at a price of $2.35 per share for aggregate gross proceeds of $115,826.88. 24,746 shares were issued to Sumitomo in order to retain its 10.1% interest in the Company and 24,256 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 September 20, 2026.

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
Corporate Development and 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/298654

FAQ

What did Kenorland Minerals (KLDCF) announce about Sumitomo and Centerra on May 22, 2026?

Kenorland Minerals announced completion of Sumitomo and Centerra’s top-up rights, allowing them to maintain 10.1% and 9.9% ownership. According to the company, this involved issuing 49,002 shares and securing total gross proceeds of $115,826.88 from the two investors.

How many new shares did Kenorland Minerals (KLDCF) issue under the Sumitomo and Centerra top-up rights?

Kenorland Minerals issued 49,002 new common shares under the exercised top-up rights. According to the company, 24,746 shares went to Sumitomo and 24,256 shares to Centerra to keep their 10.1% and 9.9% equity positions in the company.

At what prices did Kenorland Minerals (KLDCF) sell shares to Sumitomo and Centerra?

Kenorland Minerals sold 22,406 shares at $2.38 and 26,596 shares at $2.35 per share. According to the company, these issuances generated aggregate gross proceeds of $115,826.88 as part of Sumitomo and Centerra’s exercise of their top-up rights.

What is the hold period for the new Kenorland Minerals (KLDCF) shares issued to Sumitomo and Centerra?

The new Kenorland Minerals shares are subject to a statutory hold period expiring September 20, 2026. According to the company, this hold is required by applicable securities legislation and TSXV policies for the 49,002 common shares issued in the top-up transactions.

Why is the Sumitomo transaction with Kenorland Minerals (KLDCF) considered a related party transaction?

The Sumitomo transaction is a related party transaction because Sumitomo beneficially owns more than 10% of Kenorland’s shares. According to the company, this makes Sumitomo a related party under MI 61-101, triggering specific minority protection requirements and exemptions.

How did Kenorland Minerals (KLDCF) apply MI 61-101 exemptions for the Sumitomo and Centerra transactions?

Kenorland relied on MI 61-101 exemptions from formal valuation and minority approval requirements. According to the company, sections 5.5(a) and 5.7(1)(a) apply because the fair market value of each transaction is less than 25% of its market capitalization.