File: Attachment Kermode - Debt Settlement and Delisting News Release FOR SEDAR.pdf

KERMODE ANNOUNCES PROPOSED DELISTING FROM TSX VENTURE EXCHANGE

January 21, 2026 Vancouver, British Columbia Kermode Resources Ltd. (TSXV: KLM) (the "Company" or "Kermode") announces that in connection with the Company's board of directors' (the "Board") strategic review announced on September 2, 2025, as soon as reasonably practical, subject to disinterested shareholder approval, the Company intends to voluntarily delist (the "Delisting") its common shares (the "Shares") from the TSX Venture Exchange (the "TSXV").

The Board has determined that requesting the Delisting from the TSXV due to prolonged weak market conditions for the Company's Shares would be in the best interest of the Company. The Board believes that the delisting will allow the Company to save costs associated with the listing and, as a result, preserve capital. The Delisting will be subject to, among other things, TSXV approval and approval of a majority of disinterested shareholders of the Company. Disinterested shareholders include all shareholders other than insiders of the Company. The Company plans on obtaining the necessary shareholder approval at a special shareholders' meeting to be held in late March.

The Delisting will occur no earlier than 20-trading days from the date the Company obtains the necessary shareholder approval, assuming the Company has satisfied any other delisting conditions of the TSXV. Following the Delisting, the Company will continue to be subject to ongoing disclosure and other obligations as a reporting issuer under applicable securities legislation in Canada.

Notwithstanding the TSXV and shareholders approving the Delisting (such approval outlined above), the Board will retain the discretion not to proceed with the Delisting if it determines that the Delisting is no longer in the best interest of the Company.

Notwithstanding the reasons for the Delisting, shareholders should be aware that Delisting also means that shareholders will lose access to a broad pool of buyers, sellers and market intermediaries available on a stock exchange. Should the Delisting be approved by the TSXV and shareholders, and the Company proceeds with the Delisting, shareholders should be aware that there will be no organized regulated market through which these securities may be sold, which will affect the pricing of the Shares in the secondary markets; the transparency and availability of trading prices; and the liquidity of the Shares.

The Company also announces that further to its press releases dated September 25, 2025 and October 22, 2025, the proposed debt settlements with former directors and officers of Kermode has not been approved by the TSXV as a result of the non-arms' length shares for debt thresholds in TSXV Policy 4.3 Shares for Debt being exceeded (the "Proposed Debt Settlement"). Should the Delisting be approved by the Company's shareholders at the Meeting and should the Board determine it in the best interests of the Company to proceed with the Delisting, the Company intends on proceeding with the Proposed Debt Settlement as the Board is of the continued view that it is in the best interest of the Company to rectify Kermode's balance sheet and negative working capital position. Kermode confirms that the proposed debt settlement announced on September 16, 2025 with an arms' length creditor has been approved by the TSXV and the Company has issued 10,000,000 common shares at a price of $0.01 per common share to settle $100,000.00 in amounts owing by the Company.

ABOUT KERMODE RESOURCES LTD.

Kermode is a reporting issuer in the Provinces of British Columbia and Alberta and its Shares are listed for trading on the TSXV under the symbol "KLM".

Carlo Rigillo Chief Executive Officer e: carlo.rigillo@gmail.com t: 647-400-4794

1388-6939-7018, v. 2 Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward- looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. Any such forward- looking information is based on information currently available to Kermode and is based on assumptions and analyses made in light of Kermode's experience and perception of historical trends and current conditions. While the Company considers these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. Readers are cautioned that actual results may vary from the forward-looking information, and undue reliance should not be placed on such forward-looking information.

By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this news release. Additional risk factors can also be found in Kermode's financial statements and management's discussion and analysis, which are available under Kermode's profile on SEDAR+ at www.sedarplus.ca.

Unless otherwise indicated, the forward-looking statements in this news release are based on the Company's expectations at the date of this news release. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. Kermode undertakes no obligation to update or revise such forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

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