Mr. James Hynes reports

KORE CLOSES TRANCHE 2 OF THE PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT AND PROVIDES CORPORATE UPDATES

Kore Mining Ltd., further to its news releases dated Dec. 4, 2025, and Oct. 20, 2025, has received disinterested shareholder approval at its annual general and special meeting held on Feb. 24, 2026, in connection with the closing of tranche 2 of its previously announced private placement, which resulted in the creation of a new control person within the meaning of applicable securities laws and the policies of the TSX Venture Exchange.

Closing of the tranche 2

Pursuant to the receipt of the shareholder approval at the meeting, the company closed the tranche 2 of the previously announce offering through the issuance of 16,666,666 units of the company at a price of 12 cents per unit, for aggregate proceeds of $2-million. Each unit consists of one common share in the capital of the company and one transferable common share purchase warrant. Each warrant entitles the holder to acquire one additional share at a price of 16 cents for a period of 36 months from the date of issuance.

The net proceeds of the tranche 2 of the offering will be used to advance permitting and exploration of the company's wholly owned development properties in California, and for working capital and general corporate purposes.

All securities issued in tranche 2 will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. No finders' fees were paid under the closing of tranche 2.

The closing of tranche 2 remains subject to final acceptance by the TSX Venture Exchange.

Creation of new control person

Immediately prior to the closing of tranche 2, James Hynes, the chief executive officer and a director of the company, directly and indirectly held 12,929,058 shares, representing approximately 19.74 per cent of the issued and outstanding shares (based on 65,485,268 common shares issued and outstanding as of today's date).

Upon closing of tranche 2, Mr. Hynes was issued 16,666,666 units, resulting him having the control or direction over, directly or indirectly, 29,595,724 shares, representing approximately up to 36.03 per cent of the issued and outstanding shares of the company on a non-diluted basis, and become a control person (as defined under the Policy 1.1 of the TSX-V policy) of the company.

Pursuant to Policy 4.1 of the TSX-V, shareholder approval is required where a transaction creates a control person, being any person that holds or controls 20 per cent or more of an issuer's securities. The company received the disinterested shareholder approval at the meeting held on Feb. 24, 2026.

Related party transaction

The participation of Mr. Hynes in the tranche 2 constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The company obtained disinterested shareholder approval for the tranche 2 in accordance with MI 61-101, excluding the 12,917,308 shares held by Mr. Hynes.

The company relied on the exemption from the formal valuation requirement set out under Section 5.5(b) of MI 61-101 as the company's securities are not listed on a specified exchange.

Change of auditor

The company also announces that it changed its auditor from Davidson & Company LLP to WDM Chartered Professional Accountants. At the meeting, shareholders approved the change of auditor and approved the appointment of WDM Chartered Professional Accountants as company's auditor for the ensuing year, and authorized the directors to fix the auditor's remuneration.

Adoption of a new omnibus long-term incentive plan

At the meeting, shareholders of the company approved the adoption of a new 20-per-cent fixed omnibus long-term incentive plan to replace the existing 10-per-cent rolling stock option plan and 10-per-cent fixed omnibus long-term incentive plan.

The 2026 omnibus plan provides for the issuance of a maximum of 13,097,053 common shares reserved, which represents 20 per cent of the company's 65,485,268 common shares issued and outstanding as of Dec. 22, 2025 (the date the 2026 omnibus plan was adopted). The 2026 omnibus plan is intended to provide the company with a single, flexible equity incentive framework for directors, officers, employees and consultants, and to further align the interests of such persons with the long-term interests of shareholders.

All options and awards previously issued under the old plans will be governed by and continue under the terms of the 2026 omnibus plan.

The adoption of the 2026 omnibus plan remains subject to the final acceptance of the exchange.

About Kore Mining Ltd.

Kore Mining is focused on responsibly creating value from its portfolio of gold assets in California. The company is advancing the Imperial project toward development while continuing to explore across both district-scale gold assets.

We seek Safe Harbor.