Kingfisher Announces $7 Million Brokered Private Placement
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Kingfisher Announces $7 Million Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
VANCOUVER, British Columbia, May 5, 2025 – Kingfisher Metals Corp. (TSXV:KFR) (FSE: 970)
("Kingfisher" or the "Company") is pleased to announce that that it has entered into an agreement with
Beacon Securities Limited ( "Beacon" or the “ Agent”) to act as sole agent in connection with a "best
efforts" private placement offering of a combination of up to 4,000,000 non-flow-through units (the "NFT
Units") at a price of $0.25 per NFT Unit (the "NFT Issue Price") and up to 14,458,000 flow-through units (the
“Premium FT Units” and, together with the NFT Units, the “ Offered Securities”) at a price of $ 0.415 per
Premium FT Unit (the “ Premium FT Issue Price ”) for aggregate gross proceeds of up to $ 7,000,070
(collectively, the “Offering”).
Each NFT Unit will consist 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 will consist of one common share of the Company (a “FT Share”) and
one-half of one Warrant, each of which shall qualify as a “flow -through share” for the purposes of the
Income Tax Act (Canada) (the “Tax Act”).
Each Warrant will entitle the holder thereof to acquire one common share of the Company (a “Warrant
Share”) at a price per Warrant Share of $ 0.40 for a period of 36 months from the Closing Date , 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 the first year anniversary of the Closing Date, the Company may, within 10 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).
In connection with the Offering, the Company has granted the Agent an option (the “ Agent's Option”),
exercisable in whole or in part at any time up to 48 hours prior to the Closing Date, to sell up to an additional
number of Premium FT Units at the Premium FT Issue Price and/or NFT Units at the NFT Issue Price (the
“Additional Offered Securities”) for additional gross proceeds of up to $1,050,000.
The Offered Securities (which includes any Additional Offered Securities) will be offered (i) in each of the
Provinces of Canada and (ii) to eligible purchasers resident in jurisdictions other than Canada that are
mutually agreed to by the Company and the Agent, each acting reasonably, provided that no prospectus
filing or comparable obligation arises and the Company does not thereafter become subject to continuous
disclosure obligations in such jurisdictions.
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The Offered Securities may also be offered and sold in the United States to Qualified Institutional Buyers
(as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) and
to a limited number of “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933
Act), in each case by way of private placement pursuant to an exemption from the registration
requirements of the 1933 Act and pursuant to any a pplicable securities laws of any state of the United
States. Any Offered Securities offered and sold in the United States shall be issued as “restricted
securities” (as defined in Rule 144(a)(3) under the 1933 Act).
An amount equal to gross proceeds from the sale of the Premium FT Units will be used by the Company to
incur eligible “Canadian exploration expenses” that will qualify as “flow -through critical mining
expenditures” as such terms are defined in the Income Tax Act (Canada) and “BC flow-through mining
expenditures” as defined in the Income Tax Act (British Columbia) (the “Qualifying Expenditures”) related
to the Company’s projects 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 Offering is expected to close on or about May 28, 2025 (the "Closing Date"), and is subject to the
Company receiving all necessary regulatory approvals, including the approval of the TSX Venture
Exchange. The Offered Securities and the Warrant Shares will be subject to a hold period under Canadian
securities laws of four months after the Closing Date.
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 km 2 HWY 37 Project.
Kingfisher also owns (100%) two district -scale orogenic gold projects in British Columbia that total 641
km2. The Company currently has 59,121,810 shares 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, o r 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,"
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"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 expected closing date of the Offering , the use of proceeds of the Offering and
the incurrence and renunciation of Qualifying Expenditures by the Company and the timing thereof , 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 b e 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 co ntinue 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.