Mr. Sam Spring reports

KINCORA ANNOUNCES SHARES FOR DEBT SETTLEMENT

Copper-gold explorer and hybrid project generator Kincora Copper Ltd. has entered into debt settlement agreements to settle an aggregate amount of $319,437 of indebtedness owing to certain current and former directors and members of management of the company in connection with management and consulting fees accrued for the period from July 1, 2024, to June 30, 2026, through the issuance of an aggregate of 358,918 common shares in the capital of the company at a deemed price of 89 cents per settlement share.

Kincora and remuneration committee chair, Cameron McRae, commented: "A key and material element of the remuneration packages of the Kincora board and senior management has been in equity, looking to provide alignment and minimize the cash overheads of the company. Each year Kincora has sought approval from shareholders for these remuneration structures, and today's settlement covers a two-year period ended June, 2026, where the company's circumstances, cash position and share prices have materially changed. The deemed price is in line with both the contractual averages of the agreements over this period, current regulatory framework and is subject to shareholder approval at the upcoming AGM. A detailed remuneration committee review is ongoing seeking to reflect the company's current and market conditions with further details to be provided in due course."

The settlement shares issued pursuant to the debt settlement will be subject to a statutory four-month hold period, and completion of the debt settlement remains subject to disinterested shareholder approval and acceptance of the TSX Venture Exchange. No new control person or insider of the company will be created as a result of the debt settlement.

Certain of the creditors are directors and/or officers of the company. As such, the debt settlement constitutes a related party transaction within the meaning of exchange Policy 5.9 -- Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The debt settlement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) thereof, as neither the fair market value of the indebtedness settled nor the fair market value of the settlement shares to be issued exceeds 25 per cent of the company's market capitalization.

Notwithstanding the foregoing, in accordance with exchange Policy 4.4 -- Security Based Compensation, disinterested shareholder approval is required for the settlement of compensation owed to non-arm's-length parties through the issuance of securities where the aggregate amount of such indebtedness exceeds $10,000 per month.

Accordingly, the debt settlement is subject to disinterested shareholder approval. The company intends to seek such approval at its upcoming annual and special meeting of shareholders, scheduled for Nov. 19, 2026. Additional information regarding the debt settlement will be included in the management information circular for the meeting, which will be filed under the company's profile on SEDAR+, on the Australian Securities Exchange (ASX) platform and the company's website.

About Kincora Copper Ltd.

Kincora Copper is an emerging Australia-focused gold-copper explorer with a hybrid project generator strategy.

The company is successfully proving up the prospectivity of its extensive project portfolio, which includes multiple district-scale landholdings and scalable drill-ready targets. These assets are located in Australia's Lachlan Fold belt, one of the globe's leading porphyry belts, and the historical Condobolin mining field within the Cobar basin in New South Wales.

The company has already unlocked over $100-million (Australian) of potential partner funding for multiple earlier stage and/or non-core porphyry projects. These initial deals have supported over 20,000 metres of drilling and over $10-million (Australian) of partner-financed exploration since late 2024, with management fees and exploration ramping up.

Various partner discussions are continuing for its remaining 100-per-cent-owned flagship and advanced exploration stage porphyry projects.

By having a significant portfolio of partner-financed large porphyry projects, and a very focused capital-efficient programs at the Condobolin and other sole financed projects, the company is seeking to position Kincora as a leading institutional-grade explorer in the public Australian and Canadian markets, and the leading project generator on the Australian Securities Exchange.

We seek Safe Harbor.