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Kingfisher Metals Corp. (TSXV: KFR,OTC:KGFMF) (FSE: 970) (OTCQB: KGFMF) ("Kingfisher" or the "Company") has announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, as sole bookrunner, under which the underwriters have agreed to purchase, on a bought deal basis, 5,300,000 non-critical charity flow-through common shares (the "Non-Critical Charity Flow-Through Shares"), at a price of C$0.94 per Non-Critical Charity Flow-Through Share, 9,700,000 critical charity flow-through common shares (the "Critical Charity Flow-Through Shares"), at a price of C$1.04 per Critical Charity Flow-Through Shares, and 7,600,000 hard dollar common shares (the "HD Shares"), at a price of C$0.65 per HD Share (collectively, the "Offered Securities"), for total gross proceeds of approximately C$20 million (the "Offering"). The Company has granted the Underwriters an option, exercisable at any time up to 48 hours prior to the closing of the Offering, to purchase up to an additional 25% of the Offering (approximately C$5 million).
The Offering is expected to close on or about March 3, 2026 and is subject to Kingfisher receiving all customary regulatory approvals.
The gross proceeds raised from the Non-Critical Charity Flow-Through Shares and Critical Charity Flow-Through Shares will be used to incur Qualifying Expenditures (defined below) as set forth below under Charity Flow-Through Income Tax Considerations. The net proceeds of the sale of the HD Shares will be used for exploration of the Company's properties and general corporate purposes.
The Company shall use the gross proceeds raised from the Non-Critical Charity Flow-Through Shares and the Critical Charity Flow-Through Shares to incur, after the closing date and on or prior to December 31, 2026, "Canadian exploration expenses" (as defined in subsection 66.1(6) of the Income Tax Act (Canada)) ("CEE") and, in the case of Critical Charity Flow-Through Shares, such CEE shall also qualify as "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Income Tax Act (Canada)) (together, the "Qualifying Expenditures").
The Offered Securities will be offered for sale on a private placement basis in each of the provinces and territories of Canada. The HD Shares may be offered in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, ("U.S. Securities Act") and internationally as permitted.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 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 91,872,852 shares outstanding.
For further information, please contact:
Dustin Perry, P.Geo.
CEO and Director
Phone: +1 778 606 2507
E-Mail: info@kingfishermetals.com
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Mineralization hosted on adjacent and/or nearby properties is not necessarily indicative of mineralization hosted on the Company's property. This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are 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 statements in this news release include, among others, statements relating to the size and amount of the Offering, the expected closing date of the Offering and the expected use of proceeds of the Offering; statements relating to expectations regarding the projects; and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, 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 statements. Such factors and risks include, among others: the anticipated timing of the Offering, that the Company will raise the anticipated amount of proceeds from the Offering, that the Company will use the proceeds of the Offering as anticipated, that the Offering will close as expected; the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news 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. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
