Mr. Peter Bell reports

KERMODE ANNOUNCES PRIVATE PLACEMENT FOR $100,000 WITH FINDERS FEES

Kermode Resources Ltd. has arranged a non-brokered private placement. Completion of the private placement is subject to acceptance by the TSX Venture Exchange.

The aggregate gross proceeds to the company shall be up to $100,000 from the issuance of up to five million units, as defined below, at a price of two cents per units.

The units shall consist of one common share of the company and one common share purchase warrant. The 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 financing proceeds will not primarily be used to pay management fees or for investor relations activities. The specific uses of the proceeds are detailed in the associated table.

In connection with the offering, the company may pay a finder's fee in cash, shares and warrants to certain eligible finders. The amount shall be 10 per cent of the aggregate gross proceeds raised from those purchasers introduced by such finders, payable in cash and 25 per cent payable in broker warrant, which is the maximum amount of broker warrants payable under Section 3.4 of Policy 5.1 of TSX Venture Exchange. 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 June 3, 2024, 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. 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 B.C. 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 security holders). 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.

For subscribers utilizing the existing shareholder exemption, the offering is available to all shareholders of the company as at April 1, 2024 (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, that is, 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.

About Kermode Resources Ltd.

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

We seek Safe Harbor.