KORE Closes Tranche 2 of the Previously Announced Private Placement and Provides Corporate Updates
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TSXV - KORE
KORE CLOSES TRANCHE 2 OF THE PREVIOUSLY ANNOUNCED
PRIVATE PLACEMENT AND PROVIDES CORPORATE UPDATES
Vancouver, BC – February 27, 2026 – KORE Mining Ltd. (TSXV: KORE) (“ KORE” or the
“Company”) is pleased to announce that, further to its news releases dated December 4, 2025 and October
20, 2025, the Company has received disinterested shareholder approval at its annual general and special
meeting held on February 24, 2026 (the “Meeting”) in connection with the closing of Tranche 2 of its
previously announced private placement (the “Offering”), which resulted in the creation of a new Control
Person within the meaning of applicable securities laws and the policies of the TSX Venture Exchange (the
“Exchange”).
Closing of the Tranche 2
Pursuant to the receipt of the shareholder approval at the Meeting, the Company closed the Tranche 2 of
the previously announce Offering through the issuance of 16,666,666 units of the Company (each, a “Unit”)
at a price of $0.12 per Unit, for aggregate proceeds of $2,000,000 (the “Tranche 2”). Each Unit consists of
one common share in the capital of the Company (each, a “ Share”) and one transferable common share
purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire one additional Share at
a price of $0.16 for a period of 36 months from the date of issuance.
The net proceeds of the tranche 2 of the Offering, will be used to advance permitting and exploration of the
Company’s wholly owned development properties in California, and for working capital and general
corporate purposes.
All securities issued in Tranche 2 will be subject to a statutory hold period of four months and one day from
the date of issuance, in accordance with applicable Canadian securities laws. No finder fees were paid under
the closing of Tranche 2.
The closing of Tranche 2 remains subject to final acceptance by the TSX Venture Exchange.
Creation of New Control Person
Immediately prior to the closing of Tranche 2, Mr. James Hynes, the Chief Executive Officer and a director
of the Company, directly and indirectly held 12,929,058 Shares, representing approximately 19.74% of the
issued and outstanding Shares (based on 65,485,268 Common Shares issued and outstanding as of today’s
date).
Upon closing of Tranche 2, Mr. Hynes was issued 16,666,666 Units, resulting him having the control or
direction over, directly or indirectly, 29,595,724 Shares, representing approximately up to 36.03% of the
issued and outstanding shares of the Company on a non-diluted basis, and become a Control Person (as
defined under the Policy 1.1 of the TSXV Policy) of the Company.
Pursuant to Policy 4.1 of the TSXV, shareholder approval is required where a transaction creates a Control
Person, being any person that holds or controls 20% or more of an issuer's securities. The Company received
the disinterested shareholder approval at the Meeting held on February 24, 2026.
Related Party Transaction
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TSXV - KORE
The participation of Mr. Hynes in the Tranche 2 constitutes a “related party transaction” within the meaning
of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI
61-101").
The Company obtained disinterested shareholder approval for the Tranche 2 in accordance with MI 61-101,
excluding the 12,917,308 Shares held by Mr. Hynes.
The Company relied on the exemption from the formal valuation requirement set out under section 5.5(b)
of MI 61-101 as the Company's securities are not listed on a specified exchange.
The securities described herein have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the "1933 Act"), or any state securities laws, and accordingly, may not be offered
or sold within the United States except in compliance with the registration requirements of the 1933 Act
and applicable state securities requirements or pursuant to exemptions therefrom. This news release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities
in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
Change of Auditor
The Company also announce s that it changed its auditor from Davidson & Company LLP to WDM
Chartered Professional Accountants (the “Change of Auditor”). At the Meeting, shareholder s approved
the Change of Auditor and appointed WDM Chartered Professional Accountants as Company’s auditor for
the ensuing year, and to authorize the directors to fix the auditor’s remuneration.
Adoption of a new Omnibus Long-Term Incentive Plan
At the Meeting, shareholders of the Company approved the adoption of a new 20% fixed omnibus long -
term incentive plan (the “2026 Omnibus Plan”) to replace the existing 10% rolling Stock Option Plan and
10% fixed omnibus long-term incentive plan (together, the “Old Plans”).
The 2026 Omnibus Plan provides for the issuance of a maximum of 13,097,053 Common Shares reserved,
which represents 20% of the Company’s 65,485,268 Common Shares issued and outstanding as of
December 22, 2025 (the date the 2026 Omnibus Plan was adopted). The 2026 Omnibus Plan is intended to
provide the Company with a single, flexible equity incentive framework for directors, officers, employees
and consultants, and to further align the interests of such persons with the long -term interests of
shareholders.
All Options and Awards previously issued under the Old Plans will be governed by and continue under the
terms of the 2026 Omnibus Plan.
The adoption of the 2026 Omnibus Plan remains subject to the final acceptance of the Exchange.
About KORE Mining
KORE Mining is focused on responsibly creating value from its portfolio of gold assets in California, USA.
The Company is advancing the Imperial project towards development while continuing to explore across
both district-scale gold assets.
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TSXV - KORE
Further information on Imperial and KORE can be found on the Company’s website at
www.koremining.com or by contacting us as [email protected] or by telephone at (888) 407-5450.
On behalf of KORE Mining Ltd.
“James Hynes”
Executive Chairman and CEO
(604) 243-7990
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking information and forward-looking statements within the
meaning of applicable securities laws. Forward-looking statements are frequently identified by words such
as "will", "expects", "intends", "plans", "anticipates", "believes", or similar expressions.
Forward-looking statements in this news release include, but are not limited to, statements relating to: the
anticipated use of proceeds from Tranche 2 of the private placement; the receipt of final acceptance of the
TSX Venture Exchange in respect of Tranche 2 and the 2026 Omnibus Long-Term Incentive Plan; and the
Company’s plans to advance permitting and exploration activities on its California properties.
Forward-looking statements are based on management’s current expectations, assumptions, and beliefs,
including assumptions that all required regulatory approvals will be obtained in a timely manner, that the
Company will be able to deploy the proceeds of the Offering as anticipated, and that general business and
market conditions will remain stable.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those anticipated in such statements, including, but
not limited to: delays in receiving regulat ory approvals; changes in market conditions; operational or
permitting delays; and other risks described in the Company’s continuous disclosure filings available under
the Company’s profile on SEDAR+.
Forward-looking statements contained herein are made as of the date of this news release, and the
Company does not undertake to update or revise any forward -looking statements, except as required by
applicable securities laws. Readers are cautioned not to place undue reliance on forward -looking
information.