KERMODE ANNOUNCES PROPOSED DELISTING FROM TSX VENTURE EXCHANGE
In connection with a board of directors’ strategic review announced on Sept. 2, 2025, as soon as reasonably practical, subject to disinterested shareholder approval, Kermode Resources Ltd. intends to voluntarily delist its common shares from the TSX Venture Exchange.
The board has determined that requesting the delisting from the TSX-V due to prolonged weak market conditions for the company’s shares would be in the best interest of the company. The board believes that the delisting will allow the company to save costs associated with the listing and, as a result, preserve capital. The delisting will be subject to, among other things, TSX-V approval and approval of a majority of disinterested shareholders of the company. Disinterested shareholders include all shareholders other than insiders of the company. The company plans on obtaining the necessary shareholder approval at a special shareholders meeting to be held in late March.
The delisting will occur no earlier than 20 trading days from the date the company obtains the necessary shareholder approval, assuming the company has satisfied any other delisting conditions of the TSX-V. Following the delisting, the company will continue to be subject to continuing disclosure and other obligations as a reporting issuer under applicable securities legislation in Canada.
Notwithstanding the TSX-V and shareholders approving the delisting (such approval outlined above), the board will retain the discretion not to proceed with the delisting if it determines that the delisting is no longer in the best interest of the company.
Notwithstanding the reasons for the delisting, shareholders should be aware that delisting also means that shareholders will lose access to a broad pool of buyers, sellers and market intermediaries available on a stock exchange. Should the delisting be approved by the TSX-V and shareholders and the company proceeds with the delisting, shareholders should be aware that there will be no organized regulated market through which these securities may be sold, which will affect the pricing of the shares in the secondary markets, the transparency and availability of trading prices, and the liquidity of the shares.
The company also announces that, further to the press releases dated Sept. 25, 2025, and Oct. 22, 2025, the proposed debt settlements with former directors and officers of Kermode have not been approved by the TSX-V as a result of the non-arm’s-length shares-for-debt thresholds in TSX-V Policy 4.3 (Shares for Debt) being exceeded. Should the delisting be approved by the company’s shareholders at the meeting and should the board determine it in the best interests of the company to proceed with the delisting, the company intends on proceeding with the proposed debt settlement as the board is of the continued view that it is in the best interest of the company to rectify Kermode’s balance sheet and negative working capital position. Kermode confirms that the proposed debt settlement announced on Sept. 16, 2025, with an arm’s-length creditor has been approved by the TSX-V, and the company has issued 10 million common shares at a price of one cent per common share to settle $100,000 in amounts owing by the company.
About Kermode Resources Ltd.
Kermode is a reporting issuer in the provinces of British Columbia and Alberta, and its shares are listed for trading on the TSX-V under the symbol KLM.
