Kingfisher Announces Strategic Investment from Barrick

Kingfisher Metals Corp. (TSXV: KFR,OTC:KGFMF) (FSE: 970) (OTCQB: KGFMF) ("Kingfisher" or the "Company") is pleased to announce that it has entered into an agreement with Barrick Mining Corporation ("Barrick") whereby Barrick has agreed to purchase 15,470,934 units of Kingfisher (the "Units") in a non-brokered private placement (the "Placement") at a price of C$1.35 per Unit for gross proceeds of C$20,885,761. Each Unit consists of one common share of Kingfisher (each a "Kingfisher Share") and 0.5 of a common share purchase warrant (each a "Warrant"). Each Warrant will have a term of two years and each whole Warrant will entitle the holder thereof to purchase one Kingfisher Share for a price of C$1.70 per Kingfisher Share.

The Placement will result in Barrick owning approximately 9.9% of the issued and outstanding Kingfisher Shares on a non-diluted post-transaction basis and 14.1% of the outstanding Kingfisher Shares on a partially diluted post-transaction basis, assuming exercise of all Warrants.

The Company has agreed 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.

Closing of the Placement is expected to occur on or before July 27, 2026, subject to customary closing conditions, including receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the Placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.

Dustin Perry, President, CEO, and Director, commented: "We are very pleased to welcome Barrick as a strategic shareholder of Kingfisher, following their extensive due diligence. This strategic investment is an endorsement of the prospectivity of our Golden Triangle land position and our technical team's ability to execute. Post-closing, the Company will have approximately $47 million in cash, providing us with the flexibility to fund aggressive ongoing exploration programs aimed at delineating copper-gold mineralization at our recent Hank Porphyry discovery and throughout the extensive Golden Triangle land position. We believe the HWY 37 Project has the potential to deliver multiple discoveries, and we welcome the support and mining experience that Barrick brings to the Company."

Transaction Details

In connection with the Placement, Kingfisher and Barrick will also enter into an investor rights agreement (the "Investor Rights Agreement"), whereby so long as Barrick maintains a minimum of 5% ownership in the Company, Barrick will be granted:

• A right to participate in future Kingfisher equity issuances to maintain its then current pro rata interest in Kingfisher;
• Certain top-up rights triggered when cumulative dilution exceeds a specific threshold to permit it to maintain its ownership interest in Kingfisher in connection with dilutive events that are not otherwise subject to Barrick's pre-emptive rights;
• An information right in respect of the HWY 37 Project, including access to technical data reasonably required to monitor its investment;
• A project-level restriction pursuant to which, for a period of 24 months, Kingfisher will not sell or transfer any interest in the HWY 37 Project, or grant any royalty, stream or similar interest in respect of the HWY 37 Project, without Barrick's prior consent, in each case subject to certain exceptions. Such restriction does not apply to a transaction involving the acquisition of all or substantially all of the Kingfisher Shares or all or substantially all of the assets of Kingfisher; and
• Technical committee appointment rights and other investor rights customary for a transaction of this nature.

Pursuant to the Investor Rights Agreement, Barrick will also, (i) for a period of two years 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 (ii) be subject to a two year standstill whereby it is prohibited from acquiring more than 15% of the issued and outstanding Kingfisher Shares (which threshold will increase to 19.9% if a third party acquires 10% or more of the outstanding Kingfisher Shares), in each case subject to certain exceptions. In addition, Barrick has agreed not to transfer the Kingfisher Shares and Warrants acquired under the Placement for a period of 18 months following the closing of the Placement, subject to certain exceptions.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 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 140,801,129 shares outstanding as of the date of this news release.

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, the closing of the Placement, 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/305911