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Jul 10, 2013

Kermode Updates Demerara Option Terms

Further to its news release of June 19, 2013, Kermode Resources Ltd. (the "Company") announces updated terms to the Option Agreement (the "Agreement") with Demerara Gold Ltd. ("Demerara").

Demerara has the option to acquire between 21% and 76% interest in the Eastgate Gold Property (the "Property") through a series of staged payments.

In order to acquire an initial 21% interest in the Property, Demerara must complete financings in Kermode for a total of $1,850,000, and pay Kermode $650,000 in cash, as follows:
  • Acquire 8,000,000 units (the "First Units") within five business days of TSX Venture Exchange acceptance of the Agreement at a price of $0.05 per First Unit for a total of $400,000. Each First Unit shall comprise one common share and one share purchase warrant (a "First Warrant") entitling Demerara to purchase one additional common share at any time up to May 15, 2014 at a price of $0.125 per share.
  • Acquire $225,000 of units (the "Second Units") on or before April 1, 2014. The price of the Second Units will be the greater of $0.30 and the "Discounted Market Price" (as defined by Exchange Policies) at the time of subscription. Each Second Unit will comprise one common share and one share purchase warrant (a "Second Warrant") exercisable on or before April 1, 2015 at a price equal to the greater of $0.30 and the "Market Price".
  • Exercise the First Warrants on or before May 15, 2014 and acquire an additional 8,000,000 shares at $0.125 for total proceeds of $1,000,000.
  • Exercise the Second Warrants on or before April 1, 2015 and acquire an additional $225,000 of shares.
  • Pay $650,000 in cash to Kermode on or before May 15, 2015.
All other terms of the Agreement remain the same.

A finder's fee will be paid by the Company in connection with the Agreement with Demerara.

The Company has made application for Exchange approval to the transaction, and expects to announce closing shortly.

Further information is available at www.kermode.com

ON BEHALF OF THE BOARD

"Adrian O'Brien"

ADRIAN O'BRIEN

PRESIDENT and DIRECTOR

Forward-Looking Statements: This Kermode Resources Ltd. news release may contain certain "forward-looking" statements and information relating to Kermode which are based on the beliefs of Kermode management, as well as assumptions made by and information currently available to Kermode management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, exploration and development risks, expenditure and financing requirements, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices, and one-time events. Should any one or more of these risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results and forward-looking statements may vary materially from those described herein.

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.