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Kermode Resources Ltd. Capital/Financing Update 2023

Jun 13, 2023

42496_rns_2023-06-13_0db810f1-91c7-4860-bd88-86bf6c616406.pdf

Capital/Financing Update

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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

June 13, 2023

3. News Release

The Company disseminated a news release in respect of the private placement announced June 9, 2023.

4. Summary of Material Change

Kermode has issued 5,000,000 shares of the Company at a price of $0.01 per share. There are no warrants. Kermode now has 174,758,041 shares issued and outstanding.

5.1 Full Description of Material Change

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 includes $25,000 for corporate costs and $25,000 for exploration spending.

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

June 13, 2023