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

(TheNewswire)

Vancouver, BC – February 27, 2026 - TheNewswire – KORE Mining Ltd.(TSXV: KORE) (“KORE” or the “Company”)is pleased to announce that, further to its newsreleases dated December 4, 2025 and October 20, 2025, the Company hasreceived disinterested shareholder approval at its annual general andspecial meeting held on February 24, 2026 (the “Meeting”) inconnection with the closing of Tranche 2 of its previously announcedprivate placement (the “Offering”), which resulted in the creationof a new Control Person within the meaning of applicable securitieslaws and the policies of the TSX Venture Exchange (the “Exchange”).

Closing of the Tranche 2

Pursuant to the receipt of the shareholder approval atthe Meeting, the Company closed the Tranche 2 of the previouslyannounce Offering through the issuance of 16,666,666 units of theCompany (each, a “Unit”) at a price of $0.12 per Unit, foraggregate proceeds of $2,000,000 (the “Tranche 2”). EachUnit 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 holderto acquire one additional Share at a price of $0.16 for a period of 36months from the date of issuance.

The net proceeds of the tranche 2 of the Offering, willbe used to advance permitting and exploration of the Company’swholly owned development properties in California, and for workingcapital and general corporate purposes.

All securities issued in Tranche 2 will be subject to astatutory hold period of four months and one day from the date ofissuance, in accordance with applicable Canadian securities laws. Nofinder fees were paid under the closing of Tranche 2.

The closing of Tranche 2 remains subject to finalacceptance by the TSX Venture Exchange.

Creation of New ControlPerson

Immediately prior to the closing of Tranche 2, Mr.James Hynes, the Chief Executive Officer and a director of theCompany, directly and indirectly held 12,929,058 Shares, representingapproximately 19.74% of the issued and outstanding Shares (based on65,485,268 Common Shares issued and outstanding as of today’sdate).

Upon closing of Tranche 2, Mr. Hynes was issued16,666,666 Units, resulting him having the control or direction over,directly or indirectly, 29,595,724 Shares, representing approximatelyup to 36.03% of the issued and outstanding shares of the Company on anon-diluted basis, and become a Control Person (as defined under thePolicy 1.1 of the TSXV Policy) of the Company.

Pursuant to Policy 4.1 of the TSXV, shareholderapproval is required where a transaction creates a Control Person,being any person that holds or controls 20% or more of anissuer's securities. The Company received the disinterestedshareholder approval at the Meeting held on February 24, 2026.

Related Party Transaction

The participation of Mr. Hynes in the Tranche 2constitutes a “related party transaction” within the meaning ofMultilateral Instrument 61-101 - Protection of Minority SecurityHolders in Special Transactions ("MI 61-101").

The Company obtained disinterested shareholder approvalfor the Tranche 2 in accordance with MI 61-101, excluding the12,917,308 Shares held by Mr. Hynes.

The Company relied on the exemption from the formalvaluation requirement set out under section 5.5(b) of MI 61-101 as theCompany's securities are not listed on a specifiedexchange.

The securities described herein have not been, and willnot be, registered under the United States Securities Act of 1933, asamended (the "1933Act"), or any state securities laws, andaccordingly, may not be offered or sold within the United Statesexcept in compliance with the registration requirements of the 1933Act and applicable state securities requirements or pursuant toexemptions therefrom. This news release shall not constitute an offerto sell or the solicitation of an offer to buy nor shall there be anysale of the securities in the United States or in any otherjurisdiction in which such offer, solicitation or sale would beunlawful.

Change of Auditor

The Company also announces that it changed its auditorfrom Davidson & Company LLP to WDM Chartered ProfessionalAccountants (the “Change ofAuditor”). At the Meeting, shareholdersapproved the Change of Auditor and appointed WDM CharteredProfessional Accountants as Company’s auditor for the ensuing year,and to authorize the directors to fix the auditor’sremuneration.

Adoption of a new Omnibus Long-TermIncentive Plan

At the Meeting, shareholders of the Company approvedthe adoption of a new 20% fixed omnibus long-term incentive plan (the“2026 OmnibusPlan”) to replace the existing 10% rollingStock Option Plan and 10% fixed omnibus long-term incentive plan(together, the “OldPlans”).

The 2026 Omnibus Plan provides for the issuance of amaximum of 13,097,053 Common Shares reserved, which represents 20% ofthe Company’s 65,485,268 Common Shares issued and outstanding as ofDecember 22, 2025 (the date the 2026 Omnibus Plan was adopted). The2026 Omnibus Plan is intended to provide the Company with a single,flexible equity incentive framework for directors, officers, employeesand consultants, and to further align the interests of such personswith the long-term interests of shareholders.

All Options and Awards previously issued under the OldPlans will be governed by and continue under the terms of the 2026Omnibus Plan.

The adoption of the 2026 Omnibus Plan remains subjectto the final acceptance of the Exchange.

About KORE Mining

KORE Mining is focused on responsibly creating valuefrom its portfolio of gold assets in California, USA. The Company isadvancing the Imperial project towards development while continuing toexplore across both district-scale gold assets.  

Further information on Imperialand KORE can be found on the Company’s website at www.koremining.com or bycontacting us as info@koremining.com or bytelephone at (888) 407-5450.

On behalf of KORE Mining Ltd.

“JamesHynes”

Executive Chairman and CEO

(604) 243-7990

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.

Cautionary StatementRegarding Forward-Looking Information

This news release contains certainforward-looking information and forward-looking statements within themeaning of applicable securities laws. Forward-looking statements arefrequently identified by words such as "will","expects", "intends", "plans","anticipates", "believes", or similarexpressions.

Forward-looking statements in thisnews release include, but are not limited to, statements relating to:the anticipated use of proceeds from Tranche 2 of the privateplacement; the receipt of final acceptance of the TSX Venture Exchangein respect of Tranche 2 and the 2026 Omnibus Long-Term Incentive Plan;and the Company’s plans to advance permitting and explorationactivities on its California properties.

Forward-looking statements are basedon management’s current expectations, assumptions, and beliefs,including assumptions that all required regulatory approvals will beobtained in a timely manner, that the Company will be able to deploythe proceeds of the Offering as anticipated, and that general businessand market conditions will remain stable.

Forward-looking information involvesknown and unknown risks, uncertainties and other factors that maycause actual results or events to differ materially from thoseanticipated in such statements, including, but not limited to: delaysin receiving regulatory approvals; changes in market conditions;operational or permitting delays; and other risks described in theCompany’s continuous disclosure filings available under theCompany’s profile on SEDAR+.

Forward-looking statements containedherein are made as of the date of this news release, and the Companydoes not undertake to update or revise any forward-looking statements,except as required by applicable securities laws. Readers arecautioned not to place undue reliance on forward-lookinginformation.  

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