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Kermode Resources Ltd (2)
Symbol KLM
Shares Issued 40,729,302
Close 2024-04-08 C$ 0.015
Market Cap C$ 610,940
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Kermode closes $10,500 first tranche of placement

2024-04-08 16:33 ET - News Release

Subject: News release (closes first tranche private placement 525,000 Units) PDF Document

File: Attachment 2024-04-08-KLM-News Closing First Tranche PP .pdf

Kermode Closes First Tranche of Private Placement for $10,500

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

Victoria, British Columbia - (April 8, 2024) - Kermode Resources Ltd (TSXV: KLM) ("Kermode" or the "Company") announces it has completed the first tranche of its non-brokered private placement (the "Financing") and has issued 525,000 units (each, a "Unit"), at a price of $0.02 per Unit for gross proceeds of $10,500 (all dollar figures are denominated in Canadian dollars). For further information on this previously announced Financing, refer to the Company's April 4, 2024 news release.

Each Unit consists of one (1) common share of the Company and one (1) common share purchase warrant ("Warrant"). Each Warrant is exercisable to acquire one common share of the Company at a price of $0.05 per Warrant Share for a period of 36 months to April 8, 2027.

The proceeds will be used for general working capital purposes. The proceeds of the financing will not primarily be used to pay management fees or for investor relations activities. Detailed use of proceeds includes TSX Venture Exchange annual sustaining fees of $6,000, cash payments to the CFO of $2,500, TSX Venture Exchange fees for a new shares-for-services file for the CFO of $1,050, and legal fees to file the annual report with BC Registry for $1,300.

There were no finder's fees paid in connection with this first tranche of the Financing.

The Company anticipates closing a second tranche of the financing on or about June 3, 2024. Completion of a second or other tranches of the Financing remains subject to approval from the TSX Venture Exchange. All securities issued and issuable under the first tranche of the Financing will be subject to a four (4) month hold period expiring April 8, 2024. Securities issued under any subsequent tranche(s) will be subject to a four (4) hold period calculated from their date of official closing.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. To date, Peter Bell, an officer and director of Kermode, participated in the Private Placement and acquired an aggregate of 525,000 Units. The subscription by Peter Bell constitutes a related party Transaction. The Issuer will rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Financing, insofar as it involves the related parties, will exceed 25% of the Issuer'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

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

Forward-Looking Statements This news release contains statements that constitute "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation (collectively herein referred to as "forward-looking information"). Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Kermode actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements in this document includes statements, but is not limited to the use of the private placement proceeds (the Company reserves the right to use proceeds of the financing toward other proper uses). Although Kermode believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

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