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Barrick Mining Corporation (NYSE:B)(TSX:ABX) announced today that it has agreed to subscribe for 15,470,934 units ("Units") of Kingfisher Metals Corp. ("Kingfisher") in a non-brokered private placement ("Private Placement") at a price of C$1.35 per Unit, for total consideration of approximately C$20,885,761. Each Unit is comprised of one common share (each, a "Kingfisher Share") and one-half of a common share purchase warrant, where each whole warrant will entitle the holder for a period of two years to acquire one Kingfisher common share at a price of C$1.70 per common share.
Barrick does not currently own any Kingfisher Shares. Following closing of the Private Placement, and as a result of its acquisition of Units, Barrick will hold approximately 9.9% of the outstanding Kingfisher Shares on a non-diluted basis and 14.1% of the outstanding Kingfisher Shares on a partially-diluted basis, assuming the exercise of all warrants held by Barrick.
In connection with the Private Placement, Barrick and Kingfisher will enter into an investor rights agreement ("Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, provided that Barrick maintains an ownership interest in Kingfisher of at least 5%, Barrick will be entitled to anti-dilution and information rights in respect of Kingfisher's Highway 37 Project, located in British Columbia, Canada and Kingfisher will, for a period of two years from closing of the Private Placement ("Closing"), be restricted from selling or transferring any right or interest in its Highway 37 Project without Barrick's consent, subject to certain exceptions. Barrick will also, for a period of two years from closing of the Private Placement, either vote its Kingfisher Shares in accordance with the recommendations of the board or management of Kingfisher, or abstain from voting on such matters, and be subject to a standstill which will prohibit Barrick from acquiring more than 15% of the outstanding Kingfisher Shares (increasing to 19.9% of the outstanding Kingfisher Shares if any third party acquires 10% or more of the Kingfisher Shares during such two year period), in each case subject to certain exceptions. Barrick has also agreed to an 18-month lockup in respect of Kingfisher Shares issued to it. Barrick and Kingfisher will also form a technical committee and, on request of Kingfisher, Barrick will also provide certain technical support and expertise to Kingfisher for the 2027 and 2028 drilling seasons at the Highway 37 Project.
Barrick is acquiring the Units for investment purposes. Barrick may, depending on market conditions and other factors, acquire additional Kingfisher Shares or other securities of Kingfisher, or dispose of some or all of the Kingfisher Shares or other securities of Kingfisher that it owns at such time.
An early warning report will be filed by Barrick in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Dan Wilner, whose contact details are included below.
About Barrick Mining Corporation
Barrick is a leading global mining, exploration, and development company. With one of the largest portfolios of world-class and long-life gold and copper assets in the industry, Barrick's operations and projects span 17 countries and five continents. Barrick is also the largest gold producer in the United States. We create real, long-term value for all stakeholders through responsible mining, strong partnerships, and a disciplined approach to growth. Barrick shares trade on the New York Stock Exchange under the symbol ‘B' and on the Toronto Stock Exchange under the symbol ‘ABX'.
Investor Relations Contact
investor@barrick.com
Media Contact
Dan Wilner, +1 437 235 7154
dan.wilner@barrick.com
Cautionary Statement on Forward-Looking Information
Certain information contained in this press release, including any information relating to the ownership by Barrick of common shares and warrants of Kingfisher constitutes "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. The words "expect", "will", "potential", "may" and similar expressions identify forward-looking statements. In particular, this press release contains forward-looking statements including, without limitation, with respect to the anticipated closing of the private placement, Barrick's ownership interest in Kingfisher upon closing of the private placement, the terms of the investor rights agreement, Barrick's provision of technical support to Kingfisher and Barrick's potential acquisition or disposition of securities of Kingfisher in the future. Forward-looking statements are necessarily based upon a number of assumptions, including material assumptions considered reasonable by Barrick as at the date of this press release in light of management's experience and perception of current conditions and expected developments, and are inherently subject to significant business, economic, and competitive uncertainties and contingencies.
Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Specific reference is made to the most recent Form 40-F/Annual Information Form on file with the SEC and Canadian provincial securities regulatory authorities for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the forward-looking statements contained in this press release.
Barrick disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
