Kingfisher Announces Closing of First Tranche of Private Placement

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VANCOUVER, BC / ACCESSWIRE / May 13, 2024 / Kingfisher Metals Corp. (TSXV:KFR)(FSE:9700)(OTCQB:KGFMF) ("Kingfisher" or the "Company") is pleased to announce that, further to its news release dated March 18, 2024, it has closed the first tranche of its private placement financing (the "Offering") through the issuance of 4,521,214 units of the Company (a "Unit") at a price $0.175 per Unit and 511,111 flow-through units of the Company (a "FT Unit") at a price of $0.225 per FT Unit for aggregate gross proceeds of C$906,212.43. A second and final tranche of the Offering of up to an additional approximately C$1,093,787.57 remains open and is expected to close in May 2024.

Each FT Unit consists of one flow-through common share and one half of one transferable non-flow-through common share purchase warrant. Each Unit consists 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 first tranche of the Offering at an exercise price of C$0.30.

The gross proceeds received by the Company from the sale of the FT Units will be used, 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.

In connection with the first tranche of the Offering, the Company paid to Red Cloud Securities Inc. a finder's fee of $1,050 in cash.

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. All securities issued pursuant to the first tranche of the Offering, including common shares 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 first tranche of the Offering.