Kingfisher Provides Update on Private Placement

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VANCOUVER, BC / ACCESSWIRE / March 26, 2024 / Kingfisher Metals Corp. (TSXV:KFR)(FSE:970)(OTCQB:KGFMF) ("Kingfisher" or the "Company") announces that further to its previous release on March 18, 2024, to complete a non-brokered private placement (the "Offering") for gross proceeds of up to $2 million that the Company intends to complete a consolidation of its common shares on the basis of one (1) post-consolidation Common Share for each five (5) pre-consolidation Common Shares (the "Consolidation").

The Offering

The Offering will consist of a non-brokered private placement of flow-through units (the "FT Units") at a post-Consolidation price of $0.225 per FT Unit ($0.045 per FT Unit on a pre-Consolidation basis) and units (the "Units") at a post-Consolidation price of $0.175 per Unit ($0.035 per Unit on a pre-Consolidation basis) for aggregate gross proceeds of up to $2.0 million.

Each FT Unit will consist of one flow-through common share and one half of one transferable non-flow-through common share purchase warrant. Each Unit will consist 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 Offering at an exercise price of $0.06 ($0.30 on a post-Consolidation basis).

The Offering will be made by way of private placement in each of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units, 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.