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Centerra Gold invests nearly $10 million in Kenorland

May 22, 2024

Kenorland Minerals Ltd. has arranged a non-brokered C$9.86 million private placement (the "Offering") of 8,315,871 common shares (the "FT Shares") that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) and be sold on a charitable flow-through basis. 

In connection therewith, the Company and Centerra Gold Inc. ("Centerra") have agreed to a strategic investment, whereby Centerra will acquire approximately 9.9% of the issued and outstanding common shares of the Company ("Shares"). Centerra will be an end purchaser of Shares following the charitable flow through donations in the Offering. The Company and Centerra will enter into an investor rights agreement (the "IRA"), whereby, subject to certain conditions, including time and ownership thresholds, Centerra will have certain rights, including the right to participate in future equity issuances to maintain its ownership in the Company. A copy of the IRA will be available under the Company's SEDAR+ profile on www.sedar.com, following closing of the Offering. 

Pursuant to the Offering the Company will issue (i) 6,216,931 FT Shares (the "National FT Shares") at a price of $1.12 per National FT Share, which shall be issued as traditional "flow-through shares", (ii) 1,404,495 FT Shares (the "QC FT Shares") at a price of $1.424 per QC FT Share, which QC FT Shares will be issued to Quebec resident subscribers with the additional enhancements provided for under section 726.4.10 and section 726.4.17.2 of the Quebec Taxation Act, and (iii) 694,445 FT Shares (the "MB FT Shares") at a price of $1.296 per MB FT Share, which MB FT Shares will be issued to Manitoba resident subscribers and qualify for the Manitoba Mineral Exploration Tax Credit, all for total aggregate proceeds of C$9,862,964 at an average price of C$1.186 per FT Share.

Zach Flood, President and CEO of Kenorland, states, "We're very excited to welcome Centerra as a new strategic investor in Kenorland. Centerra's strong balance sheet and focus on organic growth through exploration aligns well with our generative strategy. Having partnered with Centerra on the Hunter Project, Quebec, since 2022, we look forward to continuing to build on this relationship as we expand our exploration footprint in North America. The proceeds of this premium financing will go directly towards advancing, and expanding upon, multiple greenfields exploration initiatives, including the completion of several large-scale, property-wide and follow-up geochemical surveys in Quebec, Ontario and Manitoba. Further, the financing will provide Kenorland flexibility to explore accretive opportunities within the business model to increase shareholder value, utilizing our excellent working capital position."

Sumitomo Metal Mining Canada Ltd. ("Sumitomo") has issued a notice of its intent to exercise its equity participation right granted in the investor rights agreement between the Company and Sumitomo dated November 3, 2021, a copy of which is available on the Company's SEDAR+ profile, in order to maintain its 10.1% interest in the Company as an end purchaser of Shares following the charitable flow through donations in the Offering.

The proceeds from the Offering will be used to advance exploration at Kenorland's Canadian projects in Quebec, Ontario, Manitoba, British Columbia and Saskatchewan. This work will be eligible as "Canadian Exploration Expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada), and in the case of the proceeds from the sale of the QC FT Shares, as defined in the Taxation Act (Quebec), and in the case of the proceeds from the sale of the MB FT Shares as defined in the Income Tax Act (Manitoba).

The Offering is expected to close on or about May 28, 2024, subject to certain conditions, including the approval of the TSX Venture Exchange. All FT Shares issued in connection with the Offering will be subject to a hold period of four months and one day from the date of closing, in accordance with applicable Canadian securities legislation. 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Kenorland Minerals Ltd.

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.

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