Kenorland Completes Top-Up Right from Sumitomo and Centerra

Rhea-AI Summary

Kenorland Minerals (TSXV: KLD) (OTCQX: KLDCF) has completed a top-up right exercise with Sumitomo Metal Mining Canada and Centerra Gold. The transaction involved issuing 209,054 common shares at $1.533 per share, raising total proceeds of $320,479.78. This allows Sumitomo and Centerra to maintain their respective 10.1% and 9.9% ownership stakes in Kenorland.

The issued shares are subject to a statutory hold period until September 10, 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 transaction value was below 25% of Kenorland's market capitalization.

Positive

• Maintains strategic partnership with major mining companies Sumitomo and Centerra
• Raises $320,479.78 in additional capital
• Transaction demonstrates continued support from significant shareholders

Negative

• Minor dilution for existing shareholders
• Shares subject to hold period until September 10, 2025

Vancouver, British Columbia--(Newsfile Corp. - May 12, 2025) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces that, further to its press release dated April 25, 2025, 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 209,054 common shares were issued at a price of $1.533 per share for aggregate consideration of $320,479.78 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 September 10, 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
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/251705

FAQ

What is the purpose of Kenorland Minerals' (KLDCF) top-up right exercise with Sumitomo and Centerra?

The top-up right exercise allows Sumitomo and Centerra to maintain their respective 10.1% and 9.9% ownership stakes in Kenorland by purchasing additional shares following previous share issuances.

How many shares did Kenorland (KLDCF) issue in the May 2025 private placement?

Kenorland issued 209,054 common shares at $1.533 per share, raising total proceeds of $320,479.78.

When does the hold period expire for Kenorland's (KLDCF) newly issued shares?

The statutory hold period for the newly issued shares expires on September 10, 2025.

Why was Kenorland's (KLDCF) transaction with Sumitomo considered a related party transaction?

The transaction was considered a related party transaction because Sumitomo owns more than 10% of Kenorland's outstanding shares, making it a related party under MI 61-101 regulations.