Arizona Tribune - Kingfisher Announces Closing of C$30 Million Bought Deal Offering

VANCOUVER, BC / ACCESS Newswire / 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: [email protected]

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are 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 (including negative and grammatical variations), or that events or conditions "will," "would," "may," "could" or "should" occur.

Forward-looking statements in this news release include, among others, statements relating to expectations regarding the use of proceeds of the Offering and the incurrence and renunciation of Qualifying Expenditures by the Company and the timing thereof, receipt of final approval from the TSXV and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, 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 statements. Such factors and risks include, among others: the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; the results of exploration activities are uncertain; domestic and foreign laws and regulations could adversely affect the Company's business, results of operations and financial condition; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news 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. The Company undertakes no obligation to update these forward-looking statements, except as required by applicable securities laws, in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE: Kingfisher Metals Corp.

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W.Nelson--AT