VANCOUVER, British Columbia, March 3, 2026 – Kingfisher Metals Corp. (TSXV: KFR) (FSE: 970) (OTCQB: KGFMF) (“Kingfisher” or the ”Company“) is pleased to announce it has closed the bought deal private placement previously announced on February 5, 2026, and February 6, 2026, for aggregate gross proceeds of C$30,007,000, including proceeds raised from the Underwriters’ option (the “Offering”).
The Offering was completed by a syndicate of underwriters led by BMO Nesbitt Burns Inc. as lead underwriter and sole bookrunner, Agentis Capital Markets (First Nations Financial Markets Limited Partnership), Haywood Securities Inc., Raymond James Ltd., and Velocity Trade Capital Ltd. (collectively, the “Underwriters”). In consideration for the services provided by the Underwriters in connection with the Offering, the Underwriters received a cash fee in the amount of C$1,449,030.10.
Pursuant to the Offering, the Company issued 5,300,000 non-critical charity flow-through common shares (the “NCCFT Shares”), at a price of C$0.94 per NCCFT Share, 14,500,000 critical charity flow-through common shares (the “CCFT Shares”), at a price of C$1.04 per CCFT Share, and 15,300,000 hard dollar common shares (the “HD Shares”), at a price of C$0.65 per HD Share (collectively, the “Offered Shares”).
Each NCCFT Share and CCFT Share will qualify as a “flow-through share” for the purposes of the Income Tax Act (Canada) (the “Tax Act”).
The gross proceeds raised from the NCCFT Shares and CCFT Shares will be used to incur Qualifying Expenditures (defined below). The net proceeds of the sale of the HD Shares will be used for exploration of the Company’s properties and general corporate purposes.
The Company shall use the gross proceeds raised from the NCCFT Shares and the CCFT Shares to incur, on or after the closing date and on or prior to December 31, 2027, “Canadian exploration expenses” (as defined in subsection 66.1(6) of the Tax Act) (“CEE”) and, in the case of CCFT Shares, such CEE shall also qualify as “flow-through critical mineral mining expenditures” (as defined in subsection 127(9) of the Tax Act), and in the case of the NCCFT Shares, as “flow-through mining expenditures” within the meaning of the Tax Act and, in each case, for NCCFT Shares and CCFT Shares purchased by eligible British Columbia purchasers, as “BC flow-through mining expenditures” that meet the criteria set forth in subsection 4.721(1) of the Income Tax Act (British Columbia), in respect of the exploration activities on the Company’s properties in British Columbia (together, the “Qualifying Expenditures”).
The Offered Shares will be subject to a hold period under Canadian securities laws of four months and one day from their date of issue. Closing of the Offering is subject to final approval of the TSX Venture Exchange (the “TSXV”).
A director of the Company subscribed for 100,000 HD Shares for gross proceeds of $65,000 under the Offering. Participation by this insider of the Company in the Offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of these securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares of the Company are listed on the TSXV. The issuance of these securities is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 as the fair market value was less than $2,500,000.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
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. Through outright purchases and option earn in agreements (Orogen Royalties, Golden Ridge Resources, and Aben Gold) the Company has quickly consolidated one of the largest land positions in the Golden Triangle region with the 933 km2 HWY 37 Project and 202 km2 Forrest Kerr Project. Kingfisher also owns (100%) two district-scale orogenic gold projects in British Columbia that total 641 km2. The Company currently has 128,710,907 shares outstanding.
For further Information, please contact:
Dustin Perry, P.Geo.
CEO and Director
Phone: +1 778 606 2507
E-Mail: info@kingfishermetals.com
