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Junior Mining Kesselrun Resources

Kesselrun Announces Private Placement for up to C$3.0 Million

Thunder Bay, Ontario–(Newsfile Corp. – November 12, 2021) – Kesselrun Resources Ltd. (TSXV: KES) (OTC Pink: KSSRF) (“Kesselrun” or the “Company“) is pleased to announce a non-brokered private placement for gross proceeds of up to C$3,000,000 from the sale of any combination of flow-through units of the Company (the “FT Units“) at a price of C$0.175 per FT Unit and FT Units to be sold to charitable purchasers (the “Charity FT Units“) at a price of C$0.21 per Charity FT Unit (collectively, the “Offering“). The FT Units and Charity FT Units shall be collectively referred to as the “Offered Securities“. Red Cloud Securities Inc. is acting as a finder in connection with the Offering.

Each FT Unit and Charity FT Unit shall be comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Shares“) and one half of one common share purchase warrant (each full warrant, a “Warrant“). Each Warrant shall be exercisable into one common share of the Company (each, a “Warrant Share“) at a price of C$0.23 at any time on or before the date which is 24 months after the closing date of the Offering.

The Company intends to use the proceeds from the offering for the exploration of the Company’s Huronian Gold Project in northwestern Ontario. Proceeds from the sale of FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Income Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (“Qualifying Expenditures“). Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2021, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of Offered Securities.

The Offering is scheduled to close on or about November 30, 2021 and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the listing of the FT Shares and Warrant Shares on the TSX Venture Exchange (the “TSXV“). The FT Shares and Warrant Shares will be subject to a hold period of four months and one day in accordance with applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Offered Securities, nor shall there be any sale of the Offered Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offered Securities being offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person.

About Kesselrun Resources Ltd.

Kesselrun Resources is a Thunder Bay, Ontario-based mineral exploration company focused on growth through property acquisitions and discoveries. Kesselrun’s management team possesses strong geological and exploration expertise in Northwest Ontario. For more information about Kesselrun Resources, please visit www.kesselrunresources.com.

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 news release.

For additional information please contact:

Kesselrun Resources Ltd.

Michael Thompson, P.Geo., President & CEO
807.285.3323
michaelt@kesselrunresources.com

Corporate Communications
1.866.416.7941
information@kesselrunresources.com

Forward-Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Kesselrun, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, dependence upon regulatory approvals, the execution of definitive documentation, the availability of financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

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