Mr. Carlo Rigillo reports
KERMODE ANNOUNCES CHANGE OF AUDITOR AND
ADOPTION OF ADVANCE NOTICE POLICY
Kermode Resources Ltd. has changed its auditor from Davidson LLP to MNP LLP. The former auditor resigned as the auditor of the company, effective Oct. 2, 2025, and the board of directors of the company appointed the successor auditor on Oct. 2, 2025, until the next annual shareholder meeting of the company.
The company's board of directors and audit committee each approved the resignation of the former auditor and the appointment of the successor auditor in place of the former auditor. There were no reservations, modified opinions or reportable events (as defined in National Instrument 51-102 (Continuous Disclosure Obligations)) in connection with each of the former auditor's audits of the company, which occurred prior to its resignation as auditor of the company; and the notice of change of auditor was approved by the company's board of directors.
In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the former auditor and the successor auditor, has been reviewed by the audit committee and the board of directors and has been filed on SEDAR+.
The company also announces that, on Oct. 2, 2025, the board approved the adoption of an advance notice policy. The advance notice policy includes, among other things, a provision that requires advance notice be given to the company in circumstances where nominations of persons for election to the board are made by shareholders of the company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia); or (ii) a shareholder proposal made pursuant to the provisions of the act.
Additionally, the advance notice policy sets a deadline by which holders of record of common shares of the company must submit director nominations to the company prior to any annual or special meeting of shareholders, sets forth the information that a shareholder must include in the notice to the company, and establishes the form in which the shareholder must submit the notice for that notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to the company must be made not fewer than 45 days nor more than 65 days prior to the date of the annual meeting. However, in the event that the annual meeting is to be held on a date that is fewer than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The advance notice policy is in full force and effect as of the date it was approved. At the company's next shareholders meeting, shareholders of the company will, among other things, be asked to approve an alteration to the company's articles to include the provisions of the advance notice policy. If the shareholders approve the alteration, then the advance notice policy will terminate following the termination of the meeting and will be concurrently superseded by the alteration. If the shareholders do not approve the alteration, then the advance notice policy will terminate and be of no further force and effect following the termination of the meeting.
The full text of the advance notice policy is available under the company's profile on SEDAR+.
About Kermode Resources Ltd.
Kermode is a mineral exploration company that is a reporting issuer in the provinces of British Columbia and Alberta, and its common shares are listed for trading on the TSX Venture Exchange under the symbol KLM.
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