Kore closes financing tranche, appoints new auditor

Executive Summary

• Kore Mining Ltd. closed Tranche 2 of its previously announced private placement, raising $2 million in aggregate proceeds through the issuance of 16,666,666 units.
• The transaction resulted in the creation of a new control person, CEO James Hynes, who now holds approximately 36.03% of the company's issued and outstanding shares on a non-diluted basis, following disinterested shareholder approval.
• The company also announced a change of auditor to WDM Chartered Professional Accountants and the adoption of a new 20% fixed omnibus long-term incentive plan to replace previous equity plans.

Key Details

• Financing Structure:

  • Tranche: Tranche 2 of previously announced private placement.
  • Units Issued: 16,666,666 units.
  • Price: 12 cents per unit.
  • Gross Proceeds: $2,000,000.
  • Warrant Terms: Each unit includes one transferable common share purchase warrant. Each warrant entitles the holder to acquire one additional share at an exercise price of 16 cents for a period of 36 months from issuance.
  • Use of Proceeds: Advancing permitting and exploration of wholly owned development properties in California, working capital, and general corporate purposes.
  • Hold Period: All securities subject to a statutory hold period of four months and one day from issuance.
  • Finders' Fees: None paid.
  • Regulatory Status: Subject to final acceptance by the TSX Venture Exchange.

• Control Person Creation:

  • Pre-Closing Holdings: CEO James Hynes held 12,929,058 shares (~19.74% of issued/outstanding shares based on 65,485,268 shares).
  • Post-Closing Holdings: Mr. Hynes received 16,666,666 units, bringing his total direct/indirect holdings to 29,595,724 shares (~36.03% on a non-diluted basis).
  • Regulatory Context: Transaction required shareholder approval under TSX-V Policy 4.1 (creation of control person holding >20%) and Multilateral Instrument 61-101 (related party transaction). Disinterested shareholder approval was obtained at the AGM/SM held on Feb. 24, 2026.

• Change of Auditor:

  • Previous Auditor: Davidson & Company LLP.
  • New Auditor: WDM Chartered Professional Accountants.
  • Approval: Shareholders approved the change and authorized directors to fix remuneration.

• Long-Term Incentive Plan (LTIP):

  • Plan Type: 2026 Omnibus Long-Term Incentive Plan.
  • Size: 20% fixed reserve, allowing for the issuance of a maximum of 13,097,053 common shares.
  • Base: 20% of 65,485,268 common shares issued and outstanding as of Dec. 22, 2025.
  • Purpose: Replaces existing 10% rolling stock option plan and 10% fixed omnibus plan; provides a single flexible equity incentive framework for directors, officers, employees, and consultants.
  • Status: Subject to final acceptance by the exchange.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.