Mr. Peter Bell reports

KERMODE ANNOUNCES PRIVATE PLACEMENT

Kermode Resources Ltd. has arranged a non-brokered private placement.

The aggregate gross proceeds to the company shall be up to $250,000:

1. Up to 10 million flow-through units as defined herein at a price of 1.5 cents per flow-through unit for gross proceeds of $150,000;
2. Up to 10 million hard-dollar units as defined herein at a price of one cent per hard-dollar unit for gross proceeds of $100,000.

The flow-through units shall consist of one common share in the capital of the corporation issued on a flow-through basis and one common share purchase warrant. The hard-dollar units shall consist of one common share of the company and one common share purchase warrant. Both the flow-through warrant and hard-dollar warrant shall be exercisable to acquire one common share of the company at a price of five cents per warrant share for a period of 36 months from the closing of the offering with no accelerator conditions.

The proceeds of the financing will not primarily be used to pay management fees or for investor relations activities. The specific use of proceeds is detailed as follows.

Detailed use of proceeds from hard-dollar units:

• To settle certain payables, including auditor fees of $20,000, legal fees of $15,000 and transfer agent fees of $5,000, for a total of $40,000;
• Approximately $15,000 to the chief financial officer and $15,000 to the chief financial officer, for a total of $30,000;
• Approximately $30,000 for working capital.

Detailed use of proceeds from flow-through units:

• Approximately $75,000 for assay lab fees;
• Approximately $75,000 for exploration work with 911 Exploration Corp.

In connection with the offering, the company may pay finders' fees in cash, shares and warrants to certain eligible finders as follows:

1. 8 per cent of the aggregate gross proceeds raised from those purchasers introduced by such finders payable in cash;
2. 8 per cent of the aggregate gross proceeds raised from those purchasers introduced by such finders payable in shares;
3. 8 per cent of the aggregate gross proceeds raised from those purchasers introduced by such finders payable in broker warrants; each broker warrant shall entitle the holder to purchase one common share of the company at an exercise price of five cents per share for a period of 36 months following the closing.

The offering is anticipated to close on or about April 20, 2023, or such later date as the company may determine. The closing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. Kermode advises that the insiders of the company may participate in the offering, which will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101. Completion of the private placement is subject to acceptance by the TSX-V.

All securities issued in connection with the offering will be subject to a four-month-and-one-day hold period under applicable securities laws.

A portion of the offering may be completed in accordance with the exemption set out in British Columbia Instrument 45-536 (exemption from prospectus requirement for certain distributions through an investment dealer) and to existing shareholders of the company pursuant to the exemption set out in B.C. Instrument 45-534 (exemption from prospectus requirement for certain trades to existing securityholders).

For subscribers utilizing the existing shareholder exemption, the offering is available to all shareholders of the company as at March 8, 2023 (and who are still shareholders on the date of closing), who are eligible to participate under the existing shareholder exemption. Any person who becomes a shareholder of the company after the record date is not permitted to participate in the offering using the existing shareholder exemption, but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisers when completing their subscription form to ensure that they use the correct exemption. Orders will be processed by the company on a first-come, first-served basis such that it is possible that a subscription received from a shareholder may not be accepted by the company if the offering is oversubscribed.

There are conditions and restrictions when relying upon the existing shareholder exemption: (i) the subscriber must be a shareholder of the company on the record date (and must still be a shareholder on date of closing); (ii) the subscriber must be purchasing the units as a principal (for their own account and not for any other party); and (iii) the subscriber may not purchase more than $15,000 value of securities from Kermode in any 12-month period, unless they have first received suitability advice from a registered investment dealer, and, in such case, subscribers will be asked to confirm the registered investment dealer's identity and employer.

As required by the investment dealer exemption, the company confirms there is no material fact or material change relating to the company that has not been generally disclosed.

About Kermode Resources Ltd.

Kermode is a junior mining company hunting for exploration opportunities around the world.

We seek Safe Harbor.