Received by email:
File: Attachment 2022-08-19-KLM-Closing Exempt Transactions.pdf
Kermode options three exploration projects on Vancouver Island
Victoria, British Columbia (August 19, 2022) - Kermode Resources Ltd. (TSXV:
KLM) ("KLM" or "Company") advances the letters of intent for the COPPER
KING, the STAR OF THE WEST, and the BLACK BEAR BC projects to
completion by initiating a property option agreement for each project subject to
final approval by the Board of Directors of KLM. KLM may earn 100% ownership
of each project as at the terms below as three separate transactions.
Peter Bell, CEO of KLM, comments, "These three new option agreements add to
our previous transaction for the Lucky Strike project to give us significant
exploration potential on Vancouver Island. I am grateful to the vendors for
working with me to negotiate an option agreement that does not require KLM to
issue any shares as payment. I look forward to learning more about these projects.
Thank you, shareholders!"
Management believes the transactions do not require regulatory approval. Each
transaction is a separate agreement and none of the counterparties to any of the
three transaction is an insider of KLM or a Non Arms Length Party.
BLACK BEAR BC PROJECT:
The BLACK BEAR BC PROJECT was previously announced on August 10, 2022,
and includes one claim with a total area of 487 hectares.
Title Number Claim Name Area (ha)
1097018 Black Bear 487
The option price includes cash payments of $12,000 ($1,000 per month) in the first
year; then $24,000 ($2,000 per month) in the second year; and $36,000 ($3,000 per
month) in the third year to begin immediately. The property would vest 100% in
KLM upon KLM making the third year payment. There are no shares payable and
no royalty or sales participation right.
The total option price for the BLACK BEAR BC project is as follows:
Timing Cash Securities Exploration or
Other Work
Commitments
Signing $12,000 0 $0
Year 1 ($1,000 per month)
Year 3 0 $0
$24,000
($2,000 per month) 0 $0
$36,000
($3,000 per month)
The cash payments are due solely under the the BLACK BEAR BC project option.
STAR OF THE WEST BC PROJECT:
The STAR OF THE WEST BC PROJECT was previously announced on August 8,
2022, to include six claims with a total area of 1,136 hectares.
Title Number Claim Name Area (ha)
1096991 Hawthorn 1418
1096964 613
1096989 Franklin Has Gold 550
Union Jack
1096962 Christmas Came Early 296
1092244 Star Of The West 106
1090863 Star Of The West 1 21
The option price includes two components: (1) a Net Smelter Return royalty of five
percent 5% with a $5M buy-down where each 1% can be purchased from the
vendors for $1M at any time at buyer's discretion; and (2) a Sales Participation
Right of fifty percent 50% of the gross proceeds of any future transaction if KLM
sells the property in the next five years. The property would vest 100% in
KLM upon KLM registering the royalty agreement at any time at the sole
discretion of KLM after closing. There are no cash or shares payable.
COPPER KING BC PROJECT:
The COPPER KING BC PROJECT was previously announced on August 4, 2022,
to include five claims with a total area of 1,136 hectares.
Title Number Claim Name Area (ha)
1096661 COOMBS COPPER 105
1096665 COPPER KING MINES 463
1096831 358
1096832 CUP OR TWO 168
1096833 CANYON 42
LOGGED NOW
The option price includes two components: (1) a Net Smelter Return royalty of five
percent 5% with a $5M buy-down where each 1% can be purchased from the
vendors for $1M at any time at buyer's discretion; and (2) a Sales Participation
Right of fifty percent 50% of the gross proceeds of any future transaction if KLM
sells the property in the next five years. The property would vest 100% in
KLM upon KLM registering the royalty agreement at any time at the sole
discretion of KLM after closing. There are no cash or shares payable.
About Kermode
Kermode is a junior mining company hunting for exploration opportunities around
the world.
On Behalf of the Board of Directors,
KERMODE RESOURCES LTD
"Peter Bell"
President/CEO
For further information please contact:
Tel: 1-250-588-6939
Email: peterbellmining@gmail.com
Website: https://linktr.ee/kermoderesources
Neither the TSXV nor its Regulation Services Provider accept responsibility for the
adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain statements that constitute forward-looking
statements as they relate to KLM and its management. Forward-looking statements
are not historical facts but represent management's current expectation of future
events, and can be identified by words such as "believe", "expects", "will",
"intends", "plans", "projects", "anticipates", "estimates", "should", "continues" and
similar expressions. Although management believes that the expectations
represented in such forward-looking statements are reasonable, there can be no
assurance that they will prove to be correct or will come to pass.
By their nature, forward-looking statements include assumptions and are subject to
inherent risks and uncertainties that could cause actual future results, conditions,
actions or events to differ materially from those in the forward-looking statements.
If and when forward-looking statements are set out in this new release, KLM will
also set out the material risk factors or assumptions used to develop the
forward-looking statements. Except as expressly required by applicable securities
laws, KLM assumes no obligation to update or revise any forward-looking
statements. The future outcomes that relate to forward-looking statements may be
influenced by many factors, including but not limited to; SARS-CoV-2; reliance on
key personnel; shareholder and regulatory approvals; First Nations and other local
communities; jurisdictional risk; risks of future legal proceedings; income tax
matters; availability and terms of financing; distribution of securities; commodities
pricing; environmental issues; forest fires and other natural phenomena; rising
costs related to inflation; effect of market interest on price of securities; failing to
identify an economically viable mineral deposit; and, potential dilution.
Word Document
File: '\\office\emailin\20220819 105609 Attachment 2022-08-19-KLM-Closing Exempt Transactions.docx'
Kermode options three exploration projects on Vancouver Island
Victoria, British Columbia - (August 19, 2022) - Kermode Resources Ltd. (TSXV: KLM) ("KLM" or "Company") advances the
--->letters of intent for the COPPER KING, the STAR OF THE WEST, and the BLACK BEAR BC projects to completion by initiatin
--->g a property option agreement for each project subject to final approval by the Board of Directors of KLM. KLM may ear
--->n 100% ownership of each project as at the terms below as three separate transactions.
Peter Bell, CEO of KLM, comments, "These three new option agreements add to our previous transaction for the Lucky Str
--->ike project to give us significant exploration potential on Vancouver Island. I am grateful to the vendors for working
---> with me to negotiate an option agreement that does not require KLM to issue any shares as payment. I look forward to
--->learning more about these projects. Thank you, shareholders!"
Management believes the transactions do not require regulatory approval. Each transaction is a separate agreement and
--->none of the counterparties to any of the three transaction is an insider of KLM or a Non Arms Length Party.
BLACK BEAR BC PROJECT:
The BLACK BEAR BC PROJECT was previously announced on August 10, 2022, and includes one claim with a total area of 487
---> hectares.
Title Number
Claim Name
Area (ha)
1097018
Black Bear
487
The option price includes cash payments of $12,000 ($1,000 per month) in the first year; then $24,000 ($2,000 per mont
--->h) in the second year; and $36,000 ($3,000 per month) in the third year to begin immediately. The property would vest
--->100% in
KLM upon KLM making the third year payment. There are no shares payable and no royalty or sales participation right.
The total option price for the BLACK BEAR BC project is as follows:
Timing
Cash
Securities
Exploration or Other Work Commitments
Signing
$12,000
($1,000 per month)
0
$0
Year 1
$24,000
($2,000 per month)
0
$0
Year 3
$36,000
($3,000 per month)
0
$0
The cash payments are due solely under the the BLACK BEAR BC project option.
STAR OF THE WEST BC PROJECT:
The STAR OF THE WEST BC PROJECT was previously announced on August 8, 2022, to include six claims with a total area of
---> 1,136 hectares.
Title Number
Claim Name
Area (ha)
1096991
Hawthorn
1418
1096964
Franklin Has Gold
613
1096989
Union Jack
550
1096962
Christmas Came Early
296
1092244
Star Of The West
106
1090863
Star Of The West 1
21
The option price includes two components: (1) a Net Smelter Return royalty of five percent 5% with a $5M buy-down wher
--->e each 1% can be purchased from the vendors for $1M at any time at buyer's discretion; and (2) a Sales Participation R
--->ight of fifty percent 50% of the gross proceeds of any future transaction if KLM sells the property in the next five y
--->ears. The property would vest 100% in
KLM upon KLM registering the royalty agreement at any time at the sole discretion of KLM after closing. There are no c
--->ash or shares payable.
COPPER KING BC PROJECT:
The COPPER KING BC PROJECT was previously announced on August 4, 2022, to include five claims with a total area of 1,1
--->36 hectares.
Title Number
Claim Name
Area (ha)
1096661
COOMBS COPPER
105
1096665
COPPER KING MINES
463
1096831
CUP OR TWO
358
1096832
CANYON
168
1096833
LOGGED NOW
42
The option price includes two components: (1) a Net Smelter Return royalty of five percent 5% with a $5M buy-down wher
--->e each 1% can be purchased from the vendors for $1M at any time at buyer's discretion; and (2) a Sales Participation R
--->ight of fifty percent 50% of the gross proceeds of any future transaction if KLM sells the property in the next five y
--->ears. The property would vest 100% in
KLM upon KLM registering the royalty agreement at any time at the sole discretion of KLM after closing. There are no c
--->ash or shares payable.
About Kermode
Kermode is a junior mining company hunting for exploration opportunities around the world.
On Behalf of the Board of Directors,
KERMODE RESOURCES LTD
"Peter Bell"
President/CEO
For further information please contact:
Tel: 1-250-588-6939
Email: peterbellmining@gmail.com
Website: https://linktr.ee/kermoderesources
Neither the TSXV nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this relea
--->se.
Forward-Looking Statements
This news release contains certain statements that constitute forward-looking statements as they relate to KLM and its
---> management. Forward-looking statements are not historical facts but represent management's current expectation of fut
--->ure events, and can be identified by words such as "believe", "expects", "will", "intends", "plans", "projects", "anti
--->cipates", "estimates", "should", "continues" and similar expressions. Although management believes that the expectatio
--->ns represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be
---> correct or will come to pass.
By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties t
--->hat could cause actual future results, conditions, actions or events to differ materially from those in the forward-lo
--->oking statements. If and when forward-looking statements are set out in this new release, KLM will also set out the ma
--->terial risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by app
--->licable securities laws, KLM assumes no obligation to update or revise any forward-looking statements. The future outc
--->omes that relate to forward-looking statements may be influenced by many factors, including but not limited to; SARS-C
--->oV-2; reliance on key personnel; shareholder and regulatory approvals; First Nations and other local communities; juri
--->sdictional risk; risks of future legal proceedings; income tax matters; availability and terms of financing; distribut
--->ion of securities; commodities pricing; environmental issues; forest fires and other natural phenomena; rising costs r
--->elated to inflation; effect of market interest on price of securities; failing to identify an economically viable mine
--->ral deposit; and, potential dilution.
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