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Kermode Resources Ltd
Symbol	KLM
Shares Issued	143,343,148
Close 2023-03-09	C$ 0.01
Market Cap	C$ 1,433,431
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Kermode Resources arranges $250,000 private placement

2023-03-10 12:57 ET - News Release

Bell Subject: News release to publish (KLM announces private placement) PDF Document File: Attachment 2023-03-10-KLM-News PP opens.pdf Kermode Announces Private Placement /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./ Victoria, British Columbia - (March 10, 2023) - Kermode Resources Ltd (TSXV: KLM) ("Kermode" or the "Company") announces a non-brokered private placement. The aggregate gross proceeds to the Company shall be up to $250,000 (the "Offering"): (a) up to 10,000,000 flow-through units (each, a "FT Unit") as defined below at a price of $0.015 per FT Units (the "FT Issue Price") for gross proceeds of $150,000; and (b) up to 10,000,000 hard-dollar units (the "HD Units") as defined below at a price of $0.01 per HD Units (the "HD Issue Price") for gross proceeds of $100,000. The FT Units shall consist of one common share in the capital of the Corporation issued on a "flow-through" basis (each, a "FT Share") and one common share purchase warrant (each, a "FT Warrant"). The HD Units shall consist of one common share of the Company and one common share purchase warrant ("HD Warrant"). Both the FT Warrant and HD Warrant shall be exercisable to acquire one common share of the Company (a "Warrant Share") at a price of $0.05 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 are detailed below. Detailed use of proceeds from HD Units: - To settle certain payables including auditor fees $20,000; legal fees $15; 000 transfer agent fees of $5,000; for a total of $40,000. - Approximately $15,000 to the CFO and $15,000 to the CEO; for a total of $30,000. - Approximately $30,000 for working capital Detailed use of proceeds from FT 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 a finder's fee in cash, shares, and warrants to certain eligible finders (collectively, the "Finders") as follows: (a) Eight percent 8% of the aggregate gross proceeds raised from those purchasers introduced by such finders payable in cash, (b) Eight percent 8% of the aggregate gross proceeds raised from those purchasers introduced by such finders payable in shares, and (c) Eight percent 8% of the aggregate gross proceeds raised from those purchasers introduced by such finders payable in broker warrants (the "Broker Warrants"). Each Broker Warrant shall entitle the holder to purchase one common share of the Company at an exercise price of $0.05 per share for a period of 36 months following the Closing. The Offering is anticipated to close on or about April 20, 2023 ("Closing"), 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 TSXV. 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 BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the "Investment Dealer Exemption") and to existing shareholders of the Company pursuant to the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the "Existing Shareholder Exemption"). For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all shareholders of the Company as at March 8, 2023, (the "Record Date") (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 advisors 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 over subscribed. 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, i.e. 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 twelve 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. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. 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 TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements This news release contains statements that constitute "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation (collectively herein referred to as "forward-looking information"). Forward-looking statements in this document includes statements, but is not limited to (i) closing of the Offering (and there is no guarantee the Offering will close on the terms as announced, or at all), and (ii) use of the Offering proceeds (and the Company reserves the right to use proceeds of the Offering toward other proper uses).