Kenorland Receives Notice of Exercise of Top-Up Right from Sumitomo and Centerra

Kenorland will issue new shares so Sumitomo and Centerra can maintain their ownership stakes under existing investor rights agreements.

Rhea-AI Summary

Kenorland Minerals (KLDCF) will issue 45,794 common shares at $2.498 per share for total proceeds of $114,393.41 following notices from Sumitomo Metal Mining Canada and Centerra Gold to exercise their contractual top-up rights related to recent share issuances.

Subject to TSX Venture Exchange approval, 23,126 shares will be issued to Sumitomo to maintain its 10.1% interest and 22,668 shares to Centerra to maintain its 9.9% interest. The issuances are made under existing investor rights agreements, which, along with a three-way acknowledgement governing equity participation procedures, are available on Kenorland’s SEDAR+ profile. Kenorland highlights its 4% net smelter return royalty on the Frotet Project in Quebec, which hosts the Regnault gold system with an Inferred Mineral Resource of 14.5 Mt at 5.47 g/t Au for 2.55 Moz of gold.

Positive

• 45,794 shares to be issued at $2.498, raising $114,393.41 in equity
• Sumitomo maintains a 10.1% interest through purchase of 23,126 shares
• Centerra maintains a 9.9% interest through purchase of 22,668 shares
• Kenorland holds a 4% NSR royalty on the Frotet Project with 2.55 Moz Inferred gold

Negative

• Issuance of 45,794 new shares creates incremental dilution for existing shareholders

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Vancouver, British Columbia--(Newsfile Corp. - September 18, 2026) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces that, further to the investor rights agreement dated November 3, 2021 (the "Sumitomo IRA") between the Company and Sumitomo Metal Mining Canada Ltd. ("Sumitomo") and the investor rights agreement dated May 28, 2024 (the "Centerra IRA") between the Company and Centerra Gold Inc. ("Centerra"), each of Sumitomo and Centerra have issued to the Company notice of their respective intentions to exercise their 'top-up right' as it relates to certain share issuances completed by the Company and to retain their interests in the Company.

An aggregate of 45,794 common shares of the Company will be issued at a price of $2.498 per share for aggregate consideration of $114,393.41 in accordance with the Sumitomo IRA and Centerra IRA, subject to the approval of the TSX Venture Exchange, of which 23,126 common shares will be issued to Sumitomo in order to retain its 10.1% interest in the Company and 22,668 common shares will be issued to Centerra in order to retain its 9.9% interest in the Company. A copy of each the Sumitomo IRA and the Centerra IRA, as well as a three-way acknowledgement agreement between the Company, Sumitomo and Centerra governing procedural matters relative to the exercise of equity participation rights under the Sumitomo IRA and Centerra IRA is available on the Company's SEDAR+ profile.

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/314943

FAQ

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

What are Sumitomo and Centerra exercising under their agreements with Kenorland?

Sumitomo Metal Mining Canada and Centerra Gold have each given notice of their intention to exercise their contractual top-up rights under investor rights agreements dated November 3, 2021 and May 28, 2024, respectively, allowing them to purchase additional shares in connection with certain Kenorland share issuances and thereby retain their ownership percentages.

How many shares will each investor receive and what ownership levels will they retain?

Subject to TSX Venture Exchange approval, 23,126 common shares will be issued to Sumitomo Metal Mining Canada to retain its 10.1% interest in Kenorland, and 22,668 common shares will be issued to Centerra Gold to retain its 9.9% interest.

Where can investors access the investor rights agreements and related documents?

A copy of each of the Sumitomo IRA and the Centerra IRA, along with a three-way acknowledgement agreement among Kenorland, Sumitomo and Centerra covering procedural matters for exercising equity participation rights, is available on Kenorland’s SEDAR+ profile.

What royalty interest does Kenorland have in the Frotet Project?

Kenorland holds a 4% net smelter return royalty on the Frotet Project in Quebec, owned by Sumitomo Metal Mining Canada. The project hosts the Regnault gold system with an Inferred Mineral Resource of 14.5 Mt at 5.47 g/t Au for 2.55 Moz of gold.