Kingfisher Announces Private Placement of up to $2.0 Million

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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 available.

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: info@kingfishermetals.com  

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