Kingfisher Announces Private Placement of up to $3.0 Million
Kingfisher Announces Private Placement of up to $3.0 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
VANCOUVER, British Columbia – May 15, 202 3 - Kingfisher Metals Corp. (TSX -V: KFR) (FSE: 970)
(OTCQB: KGFMF) (“Kingfisher” or the “Company”) is pleased to announce a non -brokered private
placement of charity flow-through units (the “Charity FT Units”) at a price of $0.12 per Charity FT Unit and
flow-through units (the “FT Units” and, collectively with the Charity FT Units, the “Offered Units”) at a price
of $0.10 per FT Unit for aggregate gross proceeds of up to $3.0 million (the “Offering”).
Each Offered Unit will consist of one flow -through common share and one half of one transferable non -
flow-through common share purchase warrant (each whole such common share purchase warrant, a
“Warrant”). Each Warrant will be exercisable to acquire one additional non-flow-through common share of
the Company for 24 months from the closing date of the Offering at an exercise price of $0.15.
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 Offered 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, 2024, 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 Offered Units
effective December 31, 2023.
The Offering is expected to close on or about June 8, 2023 and is subject to the receipt of all necessary
regulatory and other approvals, including, but not limited to, acceptance of the TSX Venture Exchange. The
Offered Securities 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. Th e Company currently has 106,628,701
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 la ws 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 s uch 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.