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Kermode Resources Ltd. Board/Management Information 2023

Mar 1, 2023

42496_rns_2023-03-01_3b256383-fdcc-4e8f-8ae8-6b3bd39099c6.pdf

Board/Management Information

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FORM 51-102F3 MATERIAL CHANGE REPORT

1.

Name and Address of Company

Kermode Resources Ltd. (the “Company”) 1 - 505 Fisgard Street Victoria, British Columbia V8W 1R3

2.

Date of Material Change

February 28, 2023

3. News Release

The Company disseminated a news release in respect of the material change on February 28, 2023 titled “Kermode announces changes to Board of Directors”. Mr. Tek Manhas to the Board of Directors effective immediately, subject to regulatory approval, and announces Mr. Milosz Mielniczuk resigns from the Board.

4. Summary of Material Change

Mr. Tek Manhas to the Board of Directors effective immediately, subject to regulatory approval, and announces Mr. Milosz Mielniczuk resigns from the Board. Mr. Tek Manhas operates a retail business and is a partner in a commercial property in the Cowichan Valley, where he has been a lifelong resident. Mr. Manhas is also serving his second term as a municipal councillor with the District of North Cowichan. Mr. Tek Manhas will serve as an independent director on the audit committee. The independent director Mr. Maxime Lepine will continue to be the chair of the audit committee.

5.1

Full Description of Material Change

Mr. Tek Manhas to the Board of Directors effective immediately, subject to regulatory approval, and announces Mr. Milosz Mielniczuk resigns from the Board. Mr. Tek Manhas operates a retail business and is a partner in a commercial property in the Cowichan Valley, where he has been a lifelong resident. Mr. Manhas is also serving his second term as a municipal councillor with the District of North Cowichan. Mr. Tek Manhas will serve as an independent director on the audit committee. The independent director Mr. Maxime Lepine will continue to be the chair of the audit committee.

5.2 Disclosure for Restructuring Transaction

Not applicable.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

7.

Omitted Information

No significant facts required to be disclosed have been omitted.

8. Executive Officer

Name: PETER BELL

Officer: Chief Executive Officer Telephone: 1-250-588-6939

Email: [email protected]

Website: https://linktr.ee/peterbell

9.

Date of Report

March 1, 2023