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

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Kenorland Minerals (OTCQX: KLDCF) received notices from Sumitomo Metal Mining Canada and Centerra Gold to exercise their top-up rights under investor rights agreements. Kenorland will issue 314,392 common shares at $2.136 each, raising $671,541.31, subject to TSX Venture Exchange approval.

Sumitomo will receive 158,768 shares to maintain a 10.1% interest and Centerra 155,624 shares to maintain a 9.9% interest.

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Positive

  • Equity issuance of 314,392 shares raises $671,541.31 in new capital
  • Strategic investors Sumitomo and Centerra maintain 10.1% and 9.9% stakes
  • Share price for top-up shares fixed at $2.136 per share

Negative

  • Issuance of 314,392 new shares dilutes existing shareholders
  • Transaction remains subject to TSX Venture Exchange approval, adding closing uncertainty

News Market Reaction – KLDCF

+1.86%
+1.86% Session close to close

In the Jun 12 session, KLDCF gained 1.86%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia--(Newsfile Corp. - June 12, 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 314,392 common shares of the Company will be issued at a price of $2.136 per share for aggregate consideration of $671,541.31 in accordance with the Sumitomo IRA and Centerra IRA, subject to the approval of the TSX Venture Exchange, of which 158,768 common shares will be issued to Sumitomo in order to retain its 10.1% interest in the Company and 155,624 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:

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/301138

FAQ

What did Kenorland (OTCQX: KLDCF) announce on June 12, 2026 about Sumitomo and Centerra?

Kenorland announced that Sumitomo and Centerra will exercise their top-up rights to maintain ownership stakes. According to Kenorland, 314,392 new shares will be issued so Sumitomo keeps 10.1% and Centerra keeps 9.9% ownership in the company.

How many Kenorland (KLDCF) shares will Sumitomo receive under the June 2026 top-up right?

Sumitomo will receive 158,768 Kenorland common shares through its top-up right. According to Kenorland, these shares are priced at $2.136 each and allow Sumitomo Metal Mining Canada to retain a 10.1% equity interest in the company following recent share issuances.

How many Kenorland (KLDCF) shares will Centerra receive and what stake will it hold?

Centerra will receive 155,624 Kenorland common shares under its top-up right. According to Kenorland, these shares, issued at $2.136, enable Centerra Gold to maintain a 9.9% ownership interest in the company after recent equity financings and share issuances.

What is the total value of Kenorland’s June 2026 top-up share issuance to Sumitomo and Centerra?

The total consideration for the top-up share issuance is $671,541.31. According to Kenorland, this amount reflects 314,392 common shares issued at a price of $2.136 per share to Sumitomo and Centerra, subject to TSX Venture Exchange approval.

At what price is Kenorland (KLDCF) issuing shares under the Sumitomo and Centerra top-up rights?

Kenorland is issuing the top-up shares at a price of $2.136 per share. According to Kenorland, this pricing applies to all 314,392 common shares being issued to Sumitomo and Centerra under their investor rights agreements in June 2026.

What approvals are required for Kenorland’s June 12, 2026 top-up share issuance (KLDCF)?

The top-up share issuance is subject to TSX Venture Exchange approval. According to Kenorland, the planned issuance of 314,392 common shares to Sumitomo and Centerra can only proceed once the exchange has approved the transaction under its listing rules.