Kingfisher Metals Announces Closing of $4.6 Million Private Placement Financing
Kingfisher Metals Announces Closing of $4.6 Million Private Placement
Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, June 3, 2021 – Kingfisher Metals Corp. (TSX-V: KFR) (“Kingfisher” or
the “Company”) is pleased to announce the closing of its upsized marketed best efforts private placement
for aggregate gross proceeds of C$4.6 million (the “Offering”). The Offering was led by PI Financial Corp.
(the “Agent”) as sole bookrunner.
The Offering was comprised of (i) 5,450,000 charity flow-through units (the “Charity FT Units”) at a price
of C$0.63 per Charity FT Unit for gross proceeds of C$3.4 million; and (ii) 2,437,000 flow-through units (the
“FT Units”) at a price of C$0.51 per FT Unit for gross proceeds of C$1.2 million.
As previously announced, e ach Charity FT Unit consist s of one charity 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 FT Unit consists of one flow-through common share and one
half of one transferable non -flow-through common share purchase Warrant. Each Warrant shall be
exercisable into one additional non -flow-through common share of the Company for 24 months at an
exercise price of C$0.70.
The net proceeds raised from the Charity FT Units and FT Units will be used by the Company to incur
eligible Canadian exploration expenses that will qualify as "flow -through mining expenditures" as such
terms are defined in the Income Tax Act (Canada) related to the Company's projects before 2023.
In connection with the Offering, the Agent received an aggregate cash fee equal to 7 .0% of the gross
proceeds from the Offering , other than to certain purchasers identified by the Company to the Agent in
which case a cash fee of 2% was paid . In addition, the Company issued to the Agent 529,334 non-
transferable compensation warrants (the “ Compensation Warrants”). Each Compensation Warrant will
entitle the holder thereof to purchase one common share at an exercise price equal to $0.51 for a period of
24 months following the closing of the Offering.
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 available.
Dustin Perry, CEO, stated “The proceeds of this financing will immediately go to work in funding our 2021
exploration campaign which is underway. Our exploration team is filled with excitement as we embark on
the inaugural drilling campaign at the highly prospective Cloud Drifter Trend.”
The securities issued pursuant to the Offering will be subject to a four-month and one day hold period under
applicable securities laws in Canada.
Closing of the Offering is subject to final approval by the TSX Venture Exchange.
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. Kingfisher has three 100% owned district-scale
projects that offer potential exposure to high -grade gold, copper, silver, and zinc. The Company currently
has 77,782,801 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.
Disclaimer and Forward-Looking Information
This news release contains forward-looking statements, which relate to future events or future performance
and reflect management’s current expectations and assumptions. Such forward-looking statements reflect
management’s current beliefs and are based on assumptions made by and information currently available
to the Company. All statements, other than statements of historical fact, are forward-looking statements or
information. Forward-looking statements or information in this news release relate to, among other things:
use of proceeds of the Offering, the incurrence of eligible Canadian exploration expenses that will qualify
as "flow-through mining expenditures", and the Company’s exploration plans and strategies.
These forward-looking statements and info rmation reflect the Company’s current views with respect to
future events and are necessarily based upon a number of assumptions that, while considered reasonable
by the Company, are inherently subject to significant operational, business, economic and reg ulatory
uncertainties and contingen cies. These assumptions include ; success of the Company's projects ; prices
for gold remaining as estimated; currency exchange rates remaining as estimated; availability of funds for
the Company's projects; capital, decomm issioning and reclamation estimates; prices for energy inputs,
labour, materials, supplies and services (including transportation); no labour - related disruptions; no
unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses
and regulatory approvals are received in a timely manner; and the ability to comply with environmental,
health and safety laws. The foregoing list of assumptions is not exhaustive.
The Company cautions the reader that forward -looking sta tements and information involve known and
unknown risks, uncertainties and other factors that may cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements or information contained in
this news release and the Company has made assumptions and estimates based on or related to many of
these factors. Such factors include, without limitation: risks related to the COVID-19 pandemic; fluctuations
in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services (including
transportation); fluctuations in currency markets (such as the Canadian dollar versus the U.S. dollar);
operational risks and hazards inherent with the business of mineral exploration; inadequate insurance, or
inability to obtain insurance, to cover these risks and hazards; our ability to obtain all necessary permits,
licenses and regulatory approvals in a timely manner; changes in laws, regulations and government
practices, including environmental , export and import laws and regulations; legal restrictions relating to
mineral exploration; increased competition in the mining industry for equipment and qualified personnel;
the availability of additional capital; title matters and the additional risks identified in our filings with Canadian
securities regulators on SEDAR in Canad a (available at www.sedar.com). Although the Company has
attempted to identify important factors that could cause actual results to differ materially, there may be other
factors that cause results not to be as anticipated, estimated, described, or intended. Investors are
cautioned against undue reliance on forward -looking statements or information. These forward -looking
statements are made as of the date hereof and, except as required under applicable securities legislation,
the Company does not assume any obligation to update or revise them to reflect new events or
circumstances.