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

Rhea-AI Summary

Kenorland Minerals (OTCQX: KLDCF, TSXV: KLD) said Sumitomo Metal Mining Canada and Centerra Gold have each given notice to exercise their top-up rights to maintain equity stakes after recent share issuances.

An aggregate of 26,967 common shares will be issued at $2.068 per share for total proceeds of $55,767.76, subject to TSX Venture Exchange approval.

Of the issuance, 13,618 shares will go to Sumitomo to retain a 10.1% interest and 13,349 shares will go to Centerra to retain a 9.9% interest. Copies of the investor rights agreements and a three-way acknowledgement agreement are available on the company’s SEDAR+ profile.

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Vancouver, British Columbia--(Newsfile Corp. - December 15, 2025) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces that, further to the investor rights agreement dated November 5, 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 26,967 common shares of the Company will be issued at a price of $2.068 per share for aggregate consideration of $55,767.76 in accordance with the Sumitomo IRA and Centerra IRA, subject to the approval of the TSX Venture Exchange, of which 13,618 common shares will be issued to Sumitomo in order to retain its 10.1% interest in the Company and 13,349 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. 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/278001

FAQ

What did Kenorland announce on December 15, 2025 regarding Sumitomo and Centerra (KLDCF)?

Kenorland said Sumitomo and Centerra notified the company they will exercise top-up rights to retain their stakes, triggering issuance of 26,967 shares at $2.068 each.

How many shares will Sumitomo and Centerra receive and what ownership will they retain in Kenorland (KLDCF)?

Sumitomo will receive 13,618 shares to retain a 10.1% interest and Centerra will receive 13,349 shares to retain a 9.9% interest.

What is the total cash consideration for the KLDCF top-up issuance and is any approval required?

Total consideration is $55,767.76 and the issuance is subject to approval by the TSX Venture Exchange.

Where can investors find the Sumitomo and Centerra investor rights agreements for Kenorland (KLDCF)?

Copies of the Sumitomo IRA, the Centerra IRA and the three-way acknowledgement agreement are available on the company’s SEDAR+ profile.

Will the KLDCF top-up issuance significantly dilute existing shareholders?

The announcement states the issuance is to maintain existing investors’ percentage holdings; no company-wide dilution percentage was disclosed in the filing.