File: '\\swfile\EmailIn\20250209 214523 Attachment 2025-02-10 News Release - Shares for Debt.docx'

1405-1968-6418, v. 2

KERMODE ANNOUNCES SHARES FOR DEBT TRANSACTION

VANCOUVER, BC, February 10, 2025 - Kermode Resources Ltd. ("Kermode" or the "Company") (TSXV:KLM) announces its intention to settle debts of $60,000 owing to creditors (the "Creditors") of the Company through the issuance of an aggregate of 6,000,000 common shares (each, a "Share") at a price of $0.01 per Share (the "Shares for Debt Transaction").

The board of directors of the Company believes that the proposed Shares for Debt Transaction is in the best interests of the Company insofar as it allows the Company to allocate a greater portion of its cash on hand for exploration and general working capital.

The Shares for Debt Transaction is subject to receipt of TSX Venture Exchange ("TSXV") approval. The Shares issued pursuant to the Shares for Debt Transaction will be subject to a statutory four-month and one day hold period from the date of issuance in accordance with Canadian securities law and the policies of the TSXV.

MI 61-101 Disclosure

$20,000 of the debt proposed to be settled pursuant to the Shares for Debt Transaction is held by insiders of the Company and, accordingly, such portion of the Shares for Debt Transaction (the "Insider Shares for Debt Transaction") will constitute a related party transaction, as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company plans to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a) respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Insider Shares for Debt Transaction, exceeds 25 per cent of the Company's market capitalization.

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

Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the Shares for Debt Transaction and the purpose thereof, are "forward-looking statements." These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.