Mr. Dustin Perry reports
KINGFISHER ANNOUNCES CLOSING OF C$30 MILLION BOUGHT DEAL OFFERING
Kingfisher Metals Corp. has closed the bought deal private placement previously announced on Feb. 5, 2026, and Feb. 6, 2026, for aggregate gross proceeds of $30,007,000, including proceeds raised from the underwriters' option.
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 LP), Haywood Securities Inc., Raymond James Ltd. and Velocity Trade Capital Ltd. In consideration for the services provided by the underwriters in connection with the offering, the underwriters received a cash fee in the amount of $1,449,030.10.
Pursuant to the offering, the company issued 5.3 million non-critical charity flow-through (NCCFT) common shares at a price of 94 cents per NCCFT share, 14.5 million critical charity flow-through (CCFT) common shares at a price of $1.04 per CCFT share and 15.3 million hard-dollar (HD) common shares at a price of 65 cents per HD share.
Each NCCFT share and CCFT share will qualify as a flow-through share for the purposes of the Income Tax Act (Canada).
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 Dec. 31, 2027, Canadian exploration expenses (CEE) (as defined in Subsection 66.1(6) of the tax act), 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 B.C. 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.
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.
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. 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 TSX-V. 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 $2.5-million.
About Kingfisher Metals Corp.
Kingfisher Metals is a Canadian-based exploration company focused on copper-gold exploration in the Golden Triangle in 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-square-kilometre HWY 37 project and 202-square-kilometre Forrest Kerr project. Kingfisher also owns (100 per cent) two district-scale orogenic gold projects in British Columbia that total 641 square kilometres. The company currently has 128,710,907 shares outstanding.
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