Mr. Zach Flood reports
KENORLAND MINERALS RECEIVES EXERCISE NOTICES AND COMMITMENTS FROM STRATEGIC INVESTORS
Kenorland Minerals Ltd., further to its news release dated Oct. 22, 2026, announcing a non-brokered private placement of common shares at a price of $2.10 per share, has received from each of Sumitomo Metal Mining Canada Ltd. and Centerra Gold Inc. a notice of intent to exercise equity participation rights.
These participation rights were granted in the investor rights agreement between the company and Sumitomo dated Nov. 3, 2021, and the investor rights agreement between the company and Centerra dated May 28, 2024, copies of which are available on the company's SEDAR+ profile. The exercise of such rights will allow Sumitomo to maintain its 10.1-per-cent interest by acquiring an aggregate of 780,726 shares in the company and Centerra to maintain its 9.9-per-cent interest by acquiring 765,266 shares.
In addition, the company has received a commitment, in the form of a subscription agreement, from Franco-Nevada Corp. for 962,010 shares, which subscription will result in Franco maintaining its 12.42-per-cent interest in the company.
As a result, the financing will comprise 7,746,097 shares, generating aggregate proceeds of approximately $16,266,804, which includes the previously announced overallotment option, and is fully subscribed. The financing is now scheduled to close on or around Nov. 6, 2026, or such other date as the company may determine, subject to certain conditions, including the approval of the TSX Venture Exchange.
There is an amended and restated offering document related to the financing that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
As disclosed in the offering document, proceeds of the financing will be utilized to finance the company's exploration activities on its existing project portfolio, for potential future property acquisitions and for general working capital.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the shares will be offered for sale to purchasers resident in all provinces and territories of Canada (except Quebec) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. As a result, the shares are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
Participation by Sumitomo and Franco, which are insiders of the company, will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects to rely upon 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 such subscriptions does not constitute more than the 25 per cent of the company's market capitalization.
About Kenorland Minerals Ltd.
Kenorland Minerals 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-per-cent net smelter return royalty on the Frotet project in Quebec, which is owned by Sumitomo Metal Mining Canada. The Frotet project hosts the Regnault gold system, a greenfields discovery made by Kenorland and Sumitomo Metal Mining Canada in 2020, which contains an inferred mineral resource of 14.5 million tonnes (t) at 5.47 grams per tonne (g/t) gold (Au) for 2.55 million ounces (oz) of gold. Kenorland is based in Vancouver, B.C., Canada.
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