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Kenorland Options the South Uchi Project to Auranova Resources Inc.

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Vancouver, British Columbia--(Newsfile Corp. - December 2, 2024) - Kenorland Minerals Ltd. (TSXV: KLD) (OTCQX: KLDCF) (FSE: 3WQ0) ("Kenorland" or the "Company") is pleased to announce that it has entered into a definitive agreement (the "Agreement") with Auranova Resources Inc. ("Auranova"), pursuant to which the Company has agreed to grant to Auranova the right to acquire up to a 70% interest in the South Uchi Project (the "Project"), located in the Red Lake District of Northwestern Ontario.

Figure 1. South Uchi Project location

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Option Agreement

Under the terms of the Agreement, Auranova may acquire an initial 51% interest in the Project (the "First Option") by fulfilling the following conditions:

  • Pay C$250,000 upon signing the Agreement.

  • Pay an additional C$250,000 upon receiving the Drilling Permit (as defined in the Agreement).

  • Complete at least 15,000 metres of diamond drilling or incur C$8,000,000 in qualifying expenditures on or before the second anniversary of the Drilling Permit issuance.

  • Issue to Kenorland common shares of Auranova representing a 19.9% equity interest.

  • Grant Kenorland the right to receive additional shares, for no additional consideration, to maintain a 19.9% equity ownership until Auranova raises a minimum of C$10,000,000 through share issuances.

  • Enter into an investor rights agreement granting Kenorland the right to appoint one director to Auranova's board and maintain its pro-rata equity ownership for so long as Kenorland holds a 7.5% interest therein.

  • Kenorland shall act as operator during the First Option period in exchange for a management fee equal to 15% of total expenditures.

Second Option: Acquiring an Additional 19% Interest

If Auranova exercises the First Option, it will have the right to acquire an additional 19% interest in the Project (the "Second Option"), for an aggregate 70% interest, by incurring an additional C$10,000,000 in qualifying expenditures on the Project on or before the third anniversary of Auranova's election to proceed with the Second Option. If Auranova does not exercise the Second Option, it will transfer a 2% interest back to Kenorland, resulting in Kenorland holding a 51% interest and Auranova holding a 49% interest under a joint venture arrangement.

Joint Venture and Free-Carried Interest

Upon completion of the Second Option, Auranova will hold a 70% interest in the Project, and Kenorland will retain a 30% free-carried interest until the completion of a NI 43-101-compliant Preliminary Economic Assessment ("PEA") demonstrating at least 1,000,000 ounces of gold equivalent in any category of mineral resource. Kenorland will also have the right to receive common shares of Auranova, for no additional consideration, to maintain a minimum 10% equity ownership in Auranova from the election to exercise the Second Option until the PEA is delivered. If a party's joint venture interest is diluted below 10%, it will automatically convert to a 1% net smelter return royalty.