Mr. Sam Spring reports

KINCORA CLOSES PRIVATE PLACEMENT

Kincora Copper Ltd. has closed its recently announced placement for $2-million (Australian) via the issuance of 40.6 million new CDIs (chess depositary interests) at five Australian cents per share (4.5 Canadian cents), representing a 25.4-per-cent and 21-per-cent discount, respectively, to the last closing price and 15-day VWAP (volume-weighted average price) of the company's CDIs on the Australian Securities Exchange prior to the company CDIs being placed in a trading halt on July 27, 2023. The brokered placement was oversubscribed and includes a one-for-two free-attaching option exercisable at 7.5 Australian cents (6.5 Canadian cents) and expiring 24-months from the issue.

The proceeds from the placement will be used to continue continuing drilling efforts across the NSW project portfolio, to support corporate development initiatives and for general working capital purposes.

The CDIs issued under the brokered placement have been issued within existing capacity under ASX listing Rule 7.1/a and are subject to TSX Venture Exchange approval (conditional approval in place). The attaching options and broker options are subject to shareholder approval at the annual general meeting (AGM) to be convened in September.

Morgans Corporate Ltd. and Bridge Street Capital Partners Pty. Ltd. have acted as joint lead managers. Associated with the raising 7.5 million unquoted options will be issued at an exercise price of 7.5 cents and expiring 24 months from the issue and a 5-per-cent cash fee was paid on funds raised. The broker options will be issued subject to shareholder approval to be sought at the AGM referred to above.

The participation by BBH in the private placement is a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and TSX-V Policy 5.9. The company is relying upon the exemption from the valuation requirement for related party transactions provided in Section 5.5(a) of MI 61-101 and the exemption from the requirement to obtain shareholder approval in respect of the participation by BBH provided in Section 5.7(1) (a) of MI 61-101 on the basis that the fair market value of the related party participation was less than 25 per cent of the company's market capitalization, calculated in accordance with MI 61-101.

The company notes BBH has today filed an early warning report advising of a change in its holdings in Kincora.

BBH has acquired beneficial ownership and control of an additional 10.4 million shares of Kincora, representing 5.0 per cent of the issued and outstanding common shares of Kincora. The share issue includes 5.2 million free-attaching options expiring 24 months from date of issue, each convertible into one fully paid common share on exercise, representing securities convertible into 2.5 per cent of the issued and outstanding common shares of Kincora.

BBH now has direct ownership and control over an aggregate of 31,915,152 common shares of Kincora, representing 15.4 per cent of the issued and outstanding common shares of Kincora.

The securities were acquired after completion of its most recent acquisition of shares following a brokered placement of the issuer and BBH may acquire further securities of Kincora in the future.

The securities were issued under an exemption from the prospectus requirements set out in Section 2.3 of National Instrument 45-106.

This news release has been authorized for release by the board of Kincora (ARBN 645 457 763).

We seek Safe Harbor.