Kenorland Closes $5.2 Million Strategic Investment By Sumitomo

Rhea-AI Summary

Kenorland Minerals (OTCQX: NWRCF) announced a $5.2 million strategic investment from Sumitomo Metal Mining on November 3, 2021. Sumitomo acquired 5,211,945 common shares at $1.00 each, taking a 10.1% stake in Kenorland. The funds will be allocated 80% for exploration and 20% for general administrative expenses. As part of the deal, Sumitomo gains board representation and rights to maintain its stake in future offerings while agreeing to trading restrictions for two years.

Positive

• Secured a strategic investment of $5.2 million from Sumitomo, enhancing liquidity.
• Sumitomo's investment indicates strong confidence in Kenorland's projects, particularly the Frotet Project.
• Sumitomo gains access to board representation, potentially leading to beneficial strategic input.

Negative

• None.

TSX Venture Exchange
Trading Symbol: KLD

VANCOUVER, BC, Nov. 3, 2021 /PRNewswire/ - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: NWRCF) (FSE: 3WQ0) ("Kenorland" or the "Company") is pleased to announce the closing of a $5.2 million strategic investment (the "Financing") by Sumitomo Metal Mining Canada Ltd. ("Sumitomo").

Sumitomo subscribed for and purchased 5,211,945 common shares at a price of $1.00 per share for aggregate gross proceeds of $5,211,945, resulting in Sumitomo owning approximately 10.1% of the Company's outstanding common shares.

The proceeds from the Financing will be used 80% ($4,169,556) for exploration expenditures on the Company's properties and 20% ($1,042,389) for general and administrative expenses of the Company.

"We are delighted to welcome Sumitomo Metal Mining as a strategic investor in Kenorland," commented Zach Flood, President and CEO of Kenorland. "Sumitomo's investment is a significant milestone for us and represents a strong endorsement of our team, the Frotet Project, and our additional projects and partnerships within the exploration portfolio.  We look forward to continued success and building an even stronger relationship with our newest significant shareholder."

In connection with the strategic investment by Sumitomo, the Company and Sumitomo also entered into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, Sumitomo will have certain rights, including the right to appoint one director of the Company.

In addition, Sumitomo will have a right to participate in future equity issuances to maintain its ownership in the Company and will be provided with "piggy-back registration rights."

Under the investor rights agreement, for a period of two years, Sumitomo has also agreed not to (a) commence a take-over bid; (b) acquire  the Company's shares, or direct or indirect rights to acquire any of the Company's shares; (c) make, or in any way participate in any solicitation of proxies to vote the Company's shares; (d) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any business combination, amalgamation or merger or similar transaction involving the Company.

A copy of the investor rights agreement is available under the Company's SEDAR profile at www.sedar.com.

Sumitomo has chosen Eiichi Fukuda as its nominee to the Kenorland board, and Mr. Fukuda will be appointed effective November 16, 2021. Mr. Fukuda is a graduate of the Institute of Mineralogy, Petrology and Economic Geology, Faculty of Science, Tohoku University, Sendai, Japan (B.A. Geology). He joined Sumitomo Metal Mining Co., Ltd. in Japan in 1986. He has held various positions in the Sumitomo Metal Mining group companies such as Senior Geologist of Hishikari gold mine, Managing Director of Sumitomo Metal Mining Oceania Pty Ltd. in Sydney, Australia, Senior Geologist of Pogo gold mine in Alaska, and General Manager Exploration and Development in Minerals Resources Division in Tokyo. He has been the president of Sumitomo since 2016 and he is also a board member of Teck Resources Ltd.

The common shares issuable in the Financing are subject to a statutory hold period in accordance with applicable securities legislation expiring on March 4, 2022.

About Kenorland Minerals

Kenorland Minerals Ltd. (TSX.V KLD) is a mineral exploration Company incorporated under the laws of the Province of British Columbia and based in Vancouver, British Columbia, Canada. Kenorland's focus is early to advanced stage exploration in North America.  The Company currently holds three projects in Quebec where work is being completed under joint venture and earn-in agreement from third parties. The Frotet Project is held under joint venture with Sumitomo, the Chicobi Project is optioned to Sumitomo, and the Chebistuan Project is optioned to Newmont Corporation. In Ontario, the Company holds the South Uchi Project under an earn-in agreement with a wholly-owned subsidiary of Barrick Gold Corporation.  The Company also owns 100% of the advanced stage Tanacross porphyry Cu-Au project as well as an option to earn up to 70% from Newmont Corporation on the Healy Project, both located in Alaska, USA.

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

Kenorland Minerals Ltd.
Zach Flood
President and CEO
Tel: +1 604 363 1779
zach@kenorlandminerals.com 

Kenorland Minerals Ltd.
Francis MacDonald
Executive Vice President
Tel: +1 778 322 8705
francis@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.

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SOURCE Kenorland Minerals Ltd.

FAQ

What is the amount of Kenorland's recent strategic investment from Sumitomo?

Kenorland Minerals secured a strategic investment of $5.2 million from Sumitomo Metal Mining.

What percentage of Kenorland does Sumitomo own after its investment?

After the investment, Sumitomo owns approximately 10.1% of Kenorland's outstanding common shares.

What will Kenorland use the proceeds from the $5.2 million investment for?

80% of the proceeds will be used for exploration expenditures, while 20% will cover general and administrative expenses.

When will Sumitomo's board nominee be appointed?

Sumitomo's nominee, Eiichi Fukuda, will be appointed to Kenorland's board effective November 16, 2021.

Are there any trading restrictions on Sumitomo's shares after the investment?

Yes, under the investor rights agreement, Sumitomo has agreed not to make a takeover bid or acquire additional shares for two years.