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Kingfisher Metals Corp. (TSXV: KFR,OTC:KGFMF) (FSE: 9700) (OTCQB: KGFMF) ("Kingfisher" or the "Company") today announced completion of the previously announced non-brokered private placement (the "Placement"), resulting in Barrick Mining Corporation ("Barrick") subscribing for 15,470,934 units of Kingfisher (the "Units") at a price of C$1.35 per Unit for gross proceeds to Kingfisher of C$20,885,761.
Each Unit consisted of one common share of Kingfisher (each, a "Share") and one-half of a common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant has a term of two years and entitles the holder thereof to purchase one Share for a price of C$1.70 per Share.
With the closing of the Placement, Barrick now owns 9.9% of the issued and outstanding Shares on a non-diluted post-transaction basis and 14.1% of the outstanding Shares on a partially-diluted post-transaction basis, assuming exercise of all Warrants.
The Company has agreed with Barrick to use at least 80% of the proceeds from the Placement for exploration and development of the HWY 37 project (the "HWY 37 Project") located in British Columbia, with the balance for general working capital and other purposes.
All securities issued in connection with the Placement are subject to a four-month-and-one-day statutory hold period expiring November 29, 2026 in accordance with applicable securities laws.
In connection with the Placement, Kingfisher and Barrick also entered into an investor rights agreement, all as more particularly described in the Company's news release dated July 21, 2026.
Advisors
Maxit Capital LP acted as financial advisor to the Company. Forooghian + Company Law Corporation acted as legal counsel to Kingfisher, and Davies Ward Phillips & Vineberg LLP and Lawson Lundell LLP acted as legal counsel to Barrick.
About Kingfisher Metals Corp.
Kingfisher Metals Corp. (https://kingfishermetals.com/) is a Canadian-based exploration company focused on copper-gold exploration in the Golden Triangle, British Columbia. Through outright purchases and option earn-in agreements (Orogen Royalties, Golden Ridge Resources, and Aben Gold), the Company has quickly consolidated one of the largest land positions in the Golden Triangle region with the 933 km² HWY 37 Project and the 202 km² Forrest Kerr Project. Kingfisher also owns (100%) two district-scale orogenic gold projects in British Columbia that total 641 km². The Company currently has 156,272,063 shares outstanding as of the date of this news release.
For further information, please contact:
Dustin Perry, P.Geo.
CEO and Director
Phone: +1 778 606 2507
Email: info@kingfishermetals.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 release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain information that may be deemed "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking information in this press release include, without limitation, obtaining final approval of the TSX Venture Exchange; and the risks and uncertainties related to the use of proceeds of the Placement.
Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; the Covid-19 pandemic; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate; future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work; risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company's expectations, as well as other assumptions, risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company's public disclosure documents filed on the SEDAR+ website at www.sedarplus.ca.
The forward-looking information contained in this press release represents the expectations of Kingfisher as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Kingfisher may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/306987
