Mr. Zach Flood reports
KENORLAND COMPLETES TOP-UP RIGHT FROM SUMITOMO AND CENTERRA
Further to Kenorland Minerals Ltd.'s press releases dated April 20, 2026, and May 8, 2026, the company, Sumitomo Metal Mining Canada Ltd. and Centerra Gold Inc. have completed the exercise of Sumitomo's and Centerra's top-up right to retain their 10.1-per-cent and 9.9-per-cent interest in the company, respectively, as granted within the investor rights agreements dated Nov. 3, 2021, and May 28, 2024.
An aggregate of 49,002 shares were issued, of which 22,406 shares were issued at a price of $2.38 per share and 26,596 shares were issued at a price of $2.35 per share for aggregate gross proceeds of $115,826.88. A total of 24,746 shares were issued to Sumitomo in order to retain its 10.1-per-cent interest in the company and 24,256 shares were issued to Centerra in order to retain its 9.9-per-cent interest in the company. The common shares issued are subject to a statutory hold period in accordance with applicable securities legislation and the rules and policies of the TSX Venture Exchange expiring on Sept. 20, 2026.
As Sumitomo is the beneficial owner of more than 10 per cent of Kenorland's outstanding shares, it is a related party to the company within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. As such, the transaction constituted a related party transaction within the meaning of MI 61-101.
The company has relied upon on 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 either transaction 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 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, B.C., Canada.
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