Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) (“Kenorland” or the “Company”) announces that, further to its press release dated December 19, 2024, 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 63,453 common shares were issued at a price of $1.0492 per share for aggregate consideration of $66,574.89. The common 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 April 21, 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.
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