Kingfisher Announces Private Placement of up to $2.0 Million
Kingfisher Announces Private Placement of up to $2.0 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
VANCOUVER, British Columbia – March 18, 2023 - Kingfisher Metals Corp. (TSX-V: KFR) (FSE: 970)
(OTCQB: KGFMF) ("Kingfisher" or the "Company") is pleased to announce a non-brokered private
placement of flow-through units (the "FT Units") at a price of $0.045 per FT Unit and units (the "Units") at
a price of $0.035 per Unit for aggregate gross proceeds of up to $2.0 million (the " Offering").
Each FT Unit will consist of one flow-through common share and one half of one transferable non-flow-
through common share purchase warrant. Each Unit will consist of one common share and one -half of
one transferable common share purchase warrant. Each whole warrant will be exercisable to acquire one
additional common share of the Company for 24 months from the closing date of the Offering at an
exercise price of $0.06.
The Offering will be made by way of private placement in each of the provinces of Canada pursuant to
applicable exemptions from the prospectus requirements.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of
the FT Units, pursuant to the provisions in the Income Tax Act (Canada) (the "Tax Act") to incur, directly
or indirectly, expenses ("Qualifying Expenditures") related to the Company's projects in British
Columbia, on or before December 31, 2025, that are eligible "Canadian exploration expenses" (as defined
in the Tax Act), which will qualify as "flow-through critical mineral mining expenditures" (as defined in the
Tax Act) and "BC flow-through mining expenditures" as defined in the Income Tax Act (BC). The
Company will renounce all the Qualifying Expenditures in favour of the applicable subscribers of the FT
Units effective December 31, 2024.
The Offering is subject to the receipt of all necessary regulatory and other approvals, including, but not
limited to, acceptance of the TSX Venture Exchange. The FT Units and the Units will be subject to a hold
period of four months and one day from the closing date of the Offering in accordance with applicable
securities laws.
In connection with the Offering, certain arm's-length parties may receive a cash finder's fee payment
and/or warrants to purchase common shares in the capital of the Company in consideration of securities
that are sold to subscribers introduced by such parties. Any cash finder's fee payment and/or warrants will
be subject to the approval of and will be issued in accordance with the rules of, the TSX Venture
Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
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 av ailable.
About Kingfisher Metals Corp.
Kingfisher Metals Corp. (https://kingfishermetals.com/) is a Canadian based exploration company focused
on underexplored district-scale projects in British Columbia, including the Golden Triangle region.
Kingfisher has three 100% owned district-scale projects and an option to earn 100% of the HWY 37
Project, that offer potential exposure to gold, copper, silver, and zinc. The Company currently has
130,436,151 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, 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
expectations regarding the expected closing date of the Offering, 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; 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.
SOURCE: Kingfisher Metals Corp.