Kingfisher Announces Strategic Investment from Barrick
Rhea-AI Summary
Kingfisher Metals (OTCQB: KGFMF) announced a strategic investment by Barrick Mining through a non-brokered private placement of 15,470,934 units at C$1.35 each, for gross proceeds of C$20,885,761. Each unit includes one share and half a warrant exercisable at C$1.70 for two years.
The placement is expected to close on or before July 27, 2026, subject to TSX Venture Exchange and other approvals, and will give Barrick about 9.9% non‑diluted and 14.1% partially diluted ownership. At least 80% of proceeds will fund exploration and development at the HWY 37 Project in British Columbia, with the remainder for working capital. Post‑closing, Kingfisher expects to hold roughly C$47 million in cash, supporting ongoing copper-gold exploration in the Golden Triangle.
An Investor Rights Agreement grants Barrick participation and top-up rights in future financings, HWY 37 information rights, a 24‑month project‑level transfer/royalty restriction without Barrick’s consent (subject to exceptions), technical committee representation, two‑year voting commitments, a two‑year standstill on ownership above defined thresholds, and an 18‑month lock‑up on the new securities, according to Kingfisher.
Positive
- C$20.9 million strategic financing from Barrick at C$1.35 per unit
- Barrick to hold about 9.9% non‑diluted and 14.1% partially diluted ownership
- Post‑closing cash balance expected around C$47 million for exploration
- At least 80% of proceeds dedicated to HWY 37 Project development
- Barrick granted participation and top‑up rights, supporting future financings
- Two‑year standstill and 18‑month lock‑up limit potential near‑term share overhang
Negative
- Issue of 15,470,934 new units adds share and warrant dilution
- Two‑year warrants at C$1.70 create an overhang on future equity
- 24‑month restriction on HWY 37 transfers or royalties may limit flexibility
- Barrick investor rights and consent requirements could constrain future project-level transactions
News Market Reaction – KGFMF
In the Jul 21 session, KGFMF gained 17.74%, reflecting a significant positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - July 21, 2026) - Kingfisher Metals Corp. (TSXV: KFR) (FSE: 970) (OTCQB: KGFMF) ("Kingfisher" or the "Company") is pleased to announce that it has entered into an agreement with Barrick Mining Corporation ("Barrick") whereby Barrick has agreed to purchase 15,470,934 units of Kingfisher (the "Units") in a non-brokered private placement (the "Placement") at a price of C
The Placement will result in Barrick owning approximately
The Company has agreed to use at least
Closing of the Placement is expected to occur on or before July 27, 2026, subject to customary closing conditions, including receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the Placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.
Dustin Perry, President, CEO, and Director, commented: "We are very pleased to welcome Barrick as a strategic shareholder of Kingfisher, following their extensive due diligence. This strategic investment is an endorsement of the prospectivity of our Golden Triangle land position and our technical team's ability to execute. Post-closing, the Company will have approximately
Transaction Details
In connection with the Placement, Kingfisher and Barrick will also enter into an investor rights agreement (the "Investor Rights Agreement"), whereby so long as Barrick maintains a minimum of
- A right to participate in future Kingfisher equity issuances to maintain its then current pro rata interest in Kingfisher;
- Certain top-up rights triggered when cumulative dilution exceeds a specific threshold to permit it to maintain its ownership interest in Kingfisher in connection with dilutive events that are not otherwise subject to Barrick's pre-emptive rights;
- An information right in respect of the HWY 37 Project, including access to technical data reasonably required to monitor its investment;
- A project-level restriction pursuant to which, for a period of 24 months, Kingfisher will not sell or transfer any interest in the HWY 37 Project, or grant any royalty, stream or similar interest in respect of the HWY 37 Project, without Barrick's prior consent, in each case subject to certain exceptions. Such restriction does not apply to a transaction involving the acquisition of all or substantially all of the Kingfisher Shares or all or substantially all of the assets of Kingfisher; and
- Technical committee appointment rights and other investor rights customary for a transaction of this nature.
Pursuant to the Investor Rights Agreement, Barrick will also, (i) for a period of two years either vote its Kingfisher Shares in accordance with the recommendations of the board or management of Kingfisher, or abstain from voting on such matters; and (ii) be subject to a two year standstill whereby it is prohibited from acquiring more than
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any 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.
Advisors
Maxit Capital LP acted as financial advisor to the Company. Forooghian + Company Law Corporation acted as legal counsel to Kingfisher and Davies Ward Phillips & Vineberg LLP acted as legal counsel to Barrick.
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 the 202 km² Forrest Kerr Project. Kingfisher also owns (
For further information, please contact:
Dustin Perry, P.Geo.
CEO and Director
Phone: +1 778 606 2507
Email: info@kingfishermetals.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain information that may be deemed "forward-looking information" with respect to the Company within the meaning of applicable securities laws. Such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information includes 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 information in this press release include, without limitation, the closing of the Placement, obtaining final approval of the TSX Venture Exchange; and the risks and uncertainties related to the use of proceeds of the Placement.
Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by its nature, forward-looking information involves assumptions and known and unknown risks, uncertainties and other factors which may cause our actual results, level of activity, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; the Covid-19 pandemic; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; that the Company maintains good relationships with the communities in which it operates or proposes to operate, future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada and generally; the ability of the Company to implement its business strategies; competition; the risk that any of the assumptions prove not to be valid or reliable, which could result in delays, or cessation in planned work, risks associated with the interpretation of data, the geology, grade and continuity of mineral deposits, the possibility that results will not be consistent with the Company's expectations, as well as other assumptions risks and uncertainties applicable to mineral exploration and development activities and to the Company, including as set forth in the Company's public disclosure documents filed on the SEDAR+ website at www.sedarplus.ca.
The forward-looking information contained in this press release represents the expectations of Kingfisher as of the date of this press 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. While Kingfisher may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305911