Kermode Resources Ltd. — Capital/Financing Update 2022

Jan 19, 2022

Kermode Announces Private Placement

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

Victoria, British Columbia - (January 19, 2021) - Kermode Resources Ltd (TSXV: KLM) ("Kermode" or the "Company") announces a non-brokered private placement of 6,000,000 units of the Company (the "Units") at a price of $0.025 per Unit for gross proceeds of $150,000 (the "Offering"). Each Unit consists of one common share of the Company and one (1) common share purchase warrant ("Warrant"). Each Warrant is exercisable to acquire one common share of the Company (a "Warrant Share") at a price of $0.05 per Warrant Share for a period of 24 months from the closing of the Offering with no accelerator conditions.

The proceeds will be used for general working capital purposes. The proceeds of the financing will not primarily be used to pay management fees or for Investor Relations Activities and there will be no payments to Related Parties of the Issuer.

Completion of the private placement is subject to acceptance by the TSXV. All shares issued pursuant to the private placement will be subject to resale restrictions under applicable securities legislation and the rules of the TSXV.

A portion of the Offering may be completed in accordance with the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the “Investment Dealer Exemption“) and to existing shareholders of the Company pursuant to the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Existing Shareholder Exemption”).

For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all shareholders of the Company as at January 25, 2021, (the “Record Date”) (and who are still shareholders on the date of closing) who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over subscribed.

There are conditions and restrictions when relying upon the Existing Shareholder Exemption: (i) the subscriber must be a shareholder of the Company on the Record Date (and must still be a shareholder on date of closing); (ii) the subscriber must be purchasing the Units as a principal, i.e. for their own account and not for any other party; and (iii) the subscriber may not purchase more than $15,000 value of securities from Kermode in any twelve month period, unless they have first received “suitability advice” from a registered investment dealer and, in such case, subscribers will be asked to confirm the registered investment dealer’s identity and employer.

As required by the Investment Dealer Exemption, the Company confirms there is no material fact or material change relating to the Company that has not been generally.

On closing, the Company may pay finder’s fees in respect of a portion of the Offering in accordance with the policies of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a four-month and one day hold period under applicable securities laws.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Kermode

Kermode is a junior mining company hunting for exploration opportunities around the world.

On Behalf of the Board of Directors,

KERMODE RESOURCES LTD

"Peter Bell" President/CEO

For further information please contact:

Tel: +1 (250) 588-6939 Email: peterbellmining@gmail.com

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation (collectively herein

referred to as "forward-looking information"). Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Kermode actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this document includes statements, but is not limited to (i) closing of the Offering (and there is no guarantee the Offering will close on the terms as announced, or at all, and (ii) use of the Offering proceeds (and the Company reserves the right to use proceeds of the Offering toward other proper uses). Although Kermode believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.