Kenorland Announces Termination of Joint Venture at the Healy Project, Alaska and Completes Top-Up Right from Sumitomo and Centerra

Rhea-AI Summary

Kenorland Minerals (OTCQX: KLDCF) announced two significant developments. First, Newmont Corporation has terminated the joint venture agreement for the Healy project in Alaska. Despite Kenorland's 70% vested interest, both parties have decided to discontinue exploration and allow the claims to lapse due to maintenance costs and focus on higher priority projects.

Additionally, Sumitomo Metal Mining Canada and Centerra Gold have exercised their top-up rights to maintain their respective 10.1% and 9.9% ownership stakes in Kenorland. This resulted in the issuance of 257,737 common shares for total consideration of $408,162.85.

Positive

• Maintained strategic investment from major partners Sumitomo and Centerra through top-up rights exercise
• Raised $408,162.85 in additional capital through share issuance

Negative

• Termination of Healy project joint venture with Newmont
• Company will allow Healy claims to lapse due to maintenance costs
• Loss of potentially valuable exploration asset in Alaska

Vancouver, British Columbia--(Newsfile Corp. - June 27, 2025) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") announces that Newmont Corporation ("Newmont") has delivered a notice to terminate the joint venture agreement in respect of the Healy project (the "Project") in Alaska. While the Company fully vested a 70% interest in the Project, the parties have chosen not to conduct any further exploration on the property. Due to the cost of maintaining the claims and the Company's focus on higher priority exploration projects, the Company and Newmont plan to allow the Healy claims to lapse.

Completion of Top-Up Right

The Company also announces that, further to its press release dated June 13, 2025, the Company, Sumitomo Metal Mining Canada Ltd. ("Sumitomo") and Centerra Gold Inc. ("Centerra"), have completed the exercise of Sumitomo's and Centerra's 'top-up right' to retain its 10.1% and 9.9% interest in the Company, respectively, as granted within the investor rights agreements dated November 5, 2021 and May 28, 2024.

An aggregate of 257,737 common shares of the Company ("Shares") were issued for an aggregate consideration of $408,162.85 representing 228,130 Shares at a price of $1.598 per Share and 29,607 Shares at a price of $1.473 per Share. The Shares issuable in the private placement are subject to a statutory hold period in accordance with applicable securities legislation and the rules and policies of the TSXV expiring on October 27, 2025.

As Sumitomo is the beneficial owner of more than 10% of Kenorland's outstanding shares, it is a "related party" to the Company within the meaning of Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the transaction constituted a "related party transaction" within the meaning of MI 61-101.

The Company has relied upon on exemptions from formal valuation and the minority shareholder approval requirements of MI 61-101 found in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of either transaction does not constitute more than the 25% of the Company's market capitalization.

Qualified Person

Janek Wozniewski, B.Sc., P.Geo. (EGBC #172781, APEGS #77522, EGMB #48045, PGO #3824) a "Qualified Person" under National Instrument 43-101, has reviewed and approved the scientific and technical information in this press release.

About Kenorland Minerals

Kenorland Minerals Ltd. (TSXV: KLD) is a well-financed mineral exploration company focused on project generation and early-stage exploration in North America. Kenorland's exploration strategy is to advance greenfields projects through systematic, property-wide, phased exploration surveys financed primarily through exploration partnerships including option to joint venture agreements. Kenorland holds a 4% net smelter return royalty on the Frotet Project in Quebec which is owned by Sumitomo Metal Mining Canada Ltd. The Frotet Project hosts the Regnault gold system, a greenfields discovery made by Kenorland and Sumitomo Metal Mining Canada Ltd. in 2020. Kenorland is based in Vancouver, British Columbia, Canada.

Further information can be found on the Company's website www.kenorlandminerals.com.

On behalf of the Board of Directors,

Zach Flood
President, CEO & Director

For further information, please contact:

Alex Muir, CFA
Corporate Development and Investor Relations Manager
Tel +1 604 568 6005
info@kenorlandminerals.com

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved". Forward looking statements involve risks, uncertainties and other factors disclosed under the heading "Risk Factors" and elsewhere in the Company's filings with Canadian securities regulators, that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although the Company believes that the assumptions and factors used in preparing these forward-looking statements are reasonable based upon the information currently available to management as of the date hereof, actual results and developments may differ materially from those contemplated by these statements. Readers are therefore cautioned not to place undue reliance on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257057

FAQ

Why did Kenorland Minerals (KLDCF) terminate the Healy Project joint venture with Newmont?

The joint venture was terminated due to maintenance costs and Kenorland's decision to focus on higher priority exploration projects, leading to the decision to let the Healy claims lapse.

What is the significance of Sumitomo and Centerra's top-up right exercise for Kenorland (KLDCF)?

The top-up right exercise allows Sumitomo and Centerra to maintain their respective 10.1% and 9.9% ownership stakes in Kenorland, resulting in a $408,162.85 capital injection through the issuance of 257,737 shares.

How many shares did Kenorland (KLDCF) issue in the June 2025 private placement?

Kenorland issued a total of 257,737 shares, consisting of 228,130 shares at $1.598 per share and 29,607 shares at $1.473 per share.

What was Kenorland's ownership stake in the Healy Project before termination?

Kenorland had fully vested a 70% interest in the Healy Project before the joint venture termination.

When will the statutory hold period expire for the newly issued Kenorland shares?

The statutory hold period for the newly issued shares will expire on October 27, 2025.