Kingfisher Announces Closing of Upsized Private Placement
Kingfisher Announces Closing of Upsized Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia - January 16, 2025 - Kingfisher Metals Corp. (TSX -V: KFR) (FSE: 970)
(OTCQB: KGFMF) (“Kingfisher” or the “Company”) is pleased to announce that further to its news
releases dated December 10, 2024, December 17, 2024, and January 10, 2025, that due to demand the
Company increased its previously announced non-brokered private placement (the “Offering”) and has
closed the Offering through the issuance of 11,482,030 units of the Company (the “Units”) at a price of
C$0.165 per Unit for aggregate gross proceeds of C$1,894,535.
Each Unit consist s of one common share and one -half of one non-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 C$0.30.
In connection with the Offering, commissions on the sale of the Units were paid to eligible finder s (the
“Finders”) in accordance with the policies of the TSX Venture Exchange and applicable securities law. The
Company paid a total cash commission of C$ 4,410 and issued 26,726 finder warrants (the “ Finder
Warrants”) to the Finders. Each Finder Warrant entitles the holder thereof to acquire one common share
of the Company for 24 months from the closing date of the Offering at an exercise price of C$0.30 .
All securities issued pursuant to the Offering, including common s hares issuable upon the exercise of
warrants or Finder Warrants, are and will be subject to a hold period of four months and one day after the
date of closing of the Offering.
Multilateral Instrument 61-101 – Related Party Transaction
Dustin Perry, CEO, is an insider of the Company and participated in the Offering by purchasing 121 ,212
Units for an aggregate subscription price of C$20,000. DCJL Management Ltd. (“ DCJL”) is an insider of
the Company by virtue of David Loretto, a director, controlling DCJL. DCJL participated in the Offering by
purchasing 30,303 Units for an aggregate subscription price of C$5,000. Alejandro Emiliano Gubbins Cox
is an insider of the Company and participated in the Offering by purchasing 1 ,818,182 Units for an
aggregate subscri ption price of C$ 300,000. Crescat Portfolio Management LLC is an insider of the
Company and participated in the Offering by purchasing 606,060 Units for an aggregate subscription price
of C$ 100,000. Also, an affiliate of Plethora Precious Metals Fund Management, Stichting Depositary
Plethora Precious Metals Fund, participated in the Offering by purchasing 750,000 Units for an aggregate
subscription price of C$1 23,750. Accordingly, the Offering constitutes a “related party transaction” for the
Company within the meaning of Multilateral Instrument 61 -101 - Protection of Minority Security Holders in
Special Transactions (“MI 61 -101”). The Company is exempt from the requirements to obtain a formal
valuation and minority shareholder approval under MI 61-101 as the fair market value of each of the insider’s
participation in the Offering does not exceed more than 25% of the market capit alization of the Company,
as set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101.
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 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 819 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 54,683,583 shares outstanding.
For further information, please contact:
Dustin Perry, P.Geo.
CEO and Director
Phone: +1 778 606 2507
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 ac hievements 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 b y 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.