Kenorland completes Sumitomo, Centerra top-up

Executive Summary

• Kenorland Minerals Ltd. completed the exercise of top-up rights by Sumitomo Metal Mining Canada Ltd. and Centerra Gold Inc., allowing them to maintain their respective 10.1% and 9.9% ownership interests in the company.
• The transaction involved the issuance of 26,967 common shares at a price of $2.068 per share, resulting in aggregate consideration of $55,767.76.
• The transaction was classified as a related party transaction under Multilateral Instrument 61-101 due to Sumitomo's ownership exceeding 10%, but relied on exemptions from formal valuation and minority shareholder approval requirements.

Key Details

• Transaction Completion: Sumitomo and Centerra exercised their top-up rights granted in investor rights agreements dated Nov. 5, 2021, and May 28, 2024.
• Share Issuance: An aggregate of 26,967 common shares were issued.
• Price: $2.068 per share.
• Aggregate Consideration: $55,767.76.
• Post-Transaction Ownership: Sumitomo retains a 10.1% interest; Centerra retains a 9.9% interest.
• Hold Period: The issued shares are subject to a statutory hold period expiring on May 9, 2026, in accordance with TSX Venture Exchange rules.
• Regulatory Status: The transaction constituted a related party transaction under MI 61-101. The company relied on exemptions from formal valuation and minority shareholder approval (sections 5.5(a) and 5.7(1)(a)) as the fair market value did not exceed 25% of the company's market capitalization.

Notable Quotes

• None provided in the text.