KORE Closes Tranche 2 Of The Previously Announced Private Placement And Provides Corporate Updates

Executive Summary

• KORE Mining closed Tranche 2 of its private placement, issuing 16,666,666 units at $0.12 per unit for total gross proceeds of $2 million.
• The proceeds will be used to advance permitting and exploration on the Company’s California gold projects and for general working capital.
• Shareholder approval was obtained for related corporate actions: creation of a new Control Person (CEO James Hynes), change of auditor, and adoption of a new 20% omnibus long‑term incentive plan.

Key Details

• Units Issued: 16,666,666 units @ $0.12 per unit → Aggregate proceeds: $2,000,000.
• Unit Composition: 1 common share + 1 transferable common share purchase warrant per unit.
• Warrant Terms: Right to acquire one additional share at $0.16 for 36 months from issuance date.
• Use of Proceeds: Permitting and exploration of wholly‑owned California development properties; working capital and general corporate purposes.
• Statutory Hold Period: All securities subject to a four‑month‑plus‑one‑day hold period under Canadian securities law.
• Control Person Creation: CEO James Hynes’ holdings increased from ~19.74% to up to 36.03% (non‑diluted) after receiving the units, triggering Control Person status; disinterested shareholder approval obtained at the Feb 24 meeting.
• Related Party Transaction: Tranche 2 deemed a related party transaction under MI 61‑101; exemption from formal valuation applied per section 5.5(b).
• Change of Auditor: Approved replacement of Davidson & Company LLP with WDM Chartered Professional Accountants; directors authorized to set auditor remuneration.
• New Omnibus Long‑Term Incentive Plan: 20% fixed omnibus plan approved, authorizing issuance of up to 13,097,053 common shares (20% of outstanding shares as of Dec 22 2025); replaces prior 10% rolling Stock Option Plan and 10% fixed omnibus plan.
• Exchange Acceptance: Closing of Tranche 2 and adoption of the new incentive plan remain subject to final acceptance by the TSX Venture Exchange.

Notable Quotes

“James Hynes, Executive Chairman and CEO” – signatory on behalf of KORE Mining Ltd. (no direct quote provided in release).