Star Metro - Kingfisher Announces Closing of $10.9 Million Brokered Private Placement

VANCOUVER, BC / ACCESS Newswire / June 3, 2025 / Kingfisher Metals Corp. (TSXV:KFR)(FSE:970) ("Kingfisher" or the "Company") is pleased to announce it has closed the brokered private placement previously announced on May 5, 2025, and May 26, 2025, for aggregate gross proceeds of $10,899,913, including proceeds raised from the Agent's option (the "Offering"). The Offering was completed by Beacon Securities Limited (the "Agent").

Pursuant to the Offering, the Company issued 8,237,500 units of the Company (the "NFT Units") at a price of $0.25 per NFT Unit and 21,302,500 flow-through units of the Company (the "Premium FT Units" and, together with the NFT Units, the "Offered Securities") at a price of $0.415 per premium FT Unit.

Each NFT Unit consists of one common share of the Company (an "NFT Share") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Premium FT Unit consists of one common share of the Company (a "FT Share") and one-half of one Warrant, each of which qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada) (the "Tax Act").

Each Warrant entitles the holder thereof to acquire one common share of the Company (a "Warrant Share") at a price per Warrant Share of $0.40 until June 3, 2028, provided that, in the event that the daily volume weighted average price (or closing bid price on trading days when there are no trades) of the common shares of the Company (the "Common Shares") on the TSX Venture Exchange ("TSXV") is at least $0.55 per Common Share for a minimum of 20 consecutive trading days at any time after June 3, 2026, the Company may, within ten business days of the occurrence of such event, provide written notice to holders of the Warrants (the "Warrant Acceleration Notice") accelerating the expiry date of the Warrants to a date that is not less than 30 days following the date of the Warrant Acceleration Notice (and concurrent press release).

The Company will use an amount equal to the gross proceeds from the sale of the Premium FT Units to incur eligible "Canadian exploration expenses" that will qualify as "flow-through critical mining expenditures" as such terms are defined in the Tax Act and "BC flow-through mining expenditures" as defined in the Income Tax Act (British Columbia) (the "Qualifying Expenditures") related to the Company's HWY 37 project in British Columbia, Canada, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2025. The net proceeds from the sale of the NFT Units will be used to fund exploration and for additional working capital purposes.

The Offered Securities, NFT Shares, FT Shares and Warrant Shares will be subject to a hold period under Canadian securities laws of four months after the Closing Date. Closing of the Offering is subject to final approval of the TSXV.

In consideration for the services provided by the Agents in connection with the Offering, the Agent received a cash fee in the amount of $423,292 and 1,116,875 compensation options (the "Compensation Options"). Each Compensation Option will entitle the holder thereof to purchase one Common Share at an exercise price equal to $0.25 until June 3, 2028.

Certain directors and officers of the Company subscribed for an aggregate of 400,000 NFT Units for gross proceeds of $100,000 under the Offering. Participation by these insiders of the Company in the Offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of these securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the Common Shares are listed on the TSXV. The issuance of these securities is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 as the fair market value was less than $2,500,000.

The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

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. The Company has quickly consolidated one of the largest land positions in the region at the contiguous 849 km² HWY 37 Project. Kingfisher also owns (100%) two district-scale orogenic gold projects in British Columbia that total 641 km². The Company currently has 88,661,810shares outstanding.

For Further Information Please Contact:

Dustin Perry, P. Geo. CEO and Director Phone: +1 236 358 0054 E-Mail: [email protected]

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

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 (including negative and grammatical variations), 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 expectations regarding the use of proceeds of the Offering and the incurrence and renunciation of Qualifying Expenditures by the Company and the timing thereof, receipt of final approval from the TSXV 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 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; the results of exploration activities are uncertain; domestic and foreign laws and regulations could adversely affect the Company's business, results of operations and financial condition; 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, except as required by applicable securities laws, in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE: Kingfisher Metals Corp.

View the original press release on ACCESS Newswire

J.Hall--SMC