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Kermode Resources Ltd. Capital/Financing Update 2023

May 9, 2023

42496_rns_2023-05-09_68715822-b586-4a9e-ac6e-37677adf4846.pdf

Capital/Financing Update

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Kermode Closes Private Placement for $25,730

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

Victoria, British Columbia - (May 8, 2023) - Kermode Resources Ltd (TSXV: KLM) ("Kermode" or the "Company" ) announces closing for gross proceeds of $25,730 under the non-brokered private placement previously announced March 10, 2023. Under the financing, Kermode has issued 2,573,000 units of the Company (the "Units") at a price of $0.01 per Unit. 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 at a price of $0.05 per Warrant Share for a period of 36 months to May 9, 2026. Kermode had 147,470,225 shares issued and outstanding prior to the financing and now has 150,043,225 shares issued and outstanding.

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 Company. Detailed use of proceeds include auditor fees of $20,000 and transfer agent fees of $5,000.

Finder’s fees of $800 were paid and 80,000 finder’s warrants were issued in connection with the Private Placement. Each finder’s warrant is exercisable at $0.05 for a period of thiry-six (36) months from the date of issuance. All securities issued in connection with the Private Placement are subject to a statutory hold period expiring four months and one day from issuance.

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.

The subscription by Tek Manhas, an independent director, constitutes a related party Transaction. The Issuer will rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the private placement, insofar as it involves the related parties, will exceed 25% of the Issuer’s market capitalization.

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: [email protected] Website: https://linktr.ee/kermoderesources

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 in this document includes statements, but is not limited to the use of the private placement proceeds (the Company reserves the right to use proceeds of the financing 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.