KORE Mining Ltd. — Regulatory Filings 2021

Jan 26, 2021

Notice of Change in Corporate Structure

Pursuant to Section 4.9 of National Instrument 51-102

1. Names of the Parties to the Transaction

KORE Mining Ltd. (“ KORE ”) and Karus Gold Corp. (“ Karus ”).

2. Description of the Transaction

On January 25, 2021 (the " Effective Date "), KORE and Karus completed a plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “ Arrangement ”) involving KORE, Karus, and the shareholders of KORE.

Pursuant to the Arrangement, KORE has transferred its entire legal and beneficial right, title and interest to the Spin-Off Assets as described in more detail in the management information circular of KORE dated December 18, 2020 (the “ KORE Circular ”) and in consideration therefore, Karus has issued Karus Shares. The purpose of the Arrangement was to reorganize KORE and its assets and operations into two separate companies: KORE and Karus.

As a result of the Arrangement becoming effective, shareholders of record as of the close of business on January 22, 2021 have become shareholders as of the Effective Date in both companies and each KORE shareholder is entitled to one new KORE Share (a “ New KORE Share ”) and one-half of a Karus Share for each KORE Share held by such Shareholder. Prior to the Effective Date, Karus was a wholly-owned subsidiary of KORE. A total of 106,224,912 KORE shares were exchanged for 106,224,912 New KORE Shares and 53,112,456 Karus Shares.

The New KORE Shares are listed on the TSX-V under the same symbol as the KORE Shares, “KORE” and on the OTCQX under the symbol “KOREF”.

On the Effective Date, the Karus Shares will not be listed on any stock exchange.

The Arrangement, as more fully described in the KORE Circular, was approved at the special meeting of shareholders of KORE held on January 20, 2021 and by the Supreme Court of British Columbia on January 22, 2021.

3. Effective Date of the Transaction

The Effective Date of the Arrangement was January 25, 2021.

4. Names of each Party that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

In connection with the Arrangement, KORE continues to be a reporting issuer in the Provinces of British Columbia and Alberta.

In connection with the Arrangement, Karus became a reporting issuer in British Columbia and Alberta on the Effective Date. However, on the Effective Date, the Karus Shares will not be listed for trading on any exchange.

5. Date of the Reporting Issuer's First Financial Year-end Subsequent to the Transaction

The first financial year-end for Karus following the Arrangement will be December 31, 2021.

6. The Periods, including the Comparative Periods, if any, of the Interim and Annual Financial Statements required to be filed for the Reporting Issuer's First Financial Year subsequent to the Transaction

March 31, June 30, September 30, December 31.

7. Documents filed under National Instrument 51-102 that describe the Transaction

The Arrangement is more particularly described in the KORE Circular, which was filed on SEDAR under KORE’s profile.