Vancouver, B.C. – March 12, 2021 – Kingfisher Metals Corp. (TSX-V: KFR) (“KFR” or the “Company”) (formerly Seashore Resource Partners Corp.) is pleased to announce that the Company has completed its acquisition of all the issued and outstanding shares of Kingfisher Resources Ltd. (“Kingfisher”) in exchange for the issuance of an aggregate of 39,173,801 common shares of the Company (the “Transaction”). The Transaction constitutes the Company’s Qualifying Transaction as such term is defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSX-V”).
Trading in the Company’s common shares (“Company Shares”) is expected to re-commence on the TSX-V on or about March 16, 2021 under the symbol “KFR”. A total of 8,900,000 Company Shares held by certain shareholders are subject to escrow restrictions in accordance with the policies of the TSX-V.
Transaction Summary
Pursuant to the Transaction, the Company issued an aggregate of 39,173,801 Company Shares to the founding holders of common shares of Kingfisher (“Kingfisher Shares”) on the basis of one Company Share for each Kingfisher Share at a deemed price of C$0.25 per Kingfisher Share.
As a result of the Transaction, the Company has an aggregate of 68,535,801 Company Shares issued and outstanding on a non-diluted basis, including the Company Shares issued in connection with the Financing described below.
A more detailed description of the Transaction is contained in the Company’s filing statement dated March 3, 2021 that can be found under the Company’s SEDAR profile at www.sedar.com.
Concurrent Financing
In connection with the Transaction, an aggregate of 24,120,000 units (each a “Unit”) of the Company were issued pursuant to a non-brokered private placement (the “Financing”) at a price of C$0.25 per Unit for total gross proceeds of C$6,030,000. Each Unit consisted of one Company Share and one share purchase warrant (“Warrant”). Each Warrant will be exercisable at a price of C$0.50 until March 16, 2023, subject to accelerated expiry.
Finder’s commissions of C$130,462.50 were paid in cash. The Company also issued 521,850 finder’s warrants, with each warrant exercisable at a price of C$0.25 per share for a period of 24 months.
The proceeds of the Financing will be utilized for payments due pursuant to exploration costs on KFR’s permits, general working capital, and the Transaction. The securities issuable in the Financing are subject to a four month hold period expiring on July 13, 2021.
Board and Management Changes
Concurrent with closing of the Transaction, Hugh Rogers and Alex Langer have resigned as directors of the Company, and Dustin Perry, David Loretto, Richard Trotman, and Giuseppe (Pino) Perone have been appointed as directors of the Company, to serve with Chris Beltgens. Dustin Perry has been appointed Chief Executive Officer, Barry MacNeil has been appointed Chief Financial Officer, and Giuseppe (Pino) Perone has been appointed Corporate Secretary of the Company.
About Kingfisher Metals Corp.
Kingfisher Metals Corp. (https://kingfishermetals.com/) is a Canadian based exploration company focused on underexplored district-scale projects in British Columbia. Kingfisher has three 100% owned district-scale projects that offer potential exposure to high-grade gold, copper, silver, and zinc. The Company currently has 68,535,801 shares outstanding.
For further information, please contact:
Dustin Perry, P.Geo.
CEO and Director
Phone: +1 236 358 0054
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.
Disclaimer and Forward-Looking Information
Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of KFR. In making the forward-looking statements, KFR has applied certain assumptions that are based on information available, including KFR’s strategic plan for the near and mid-term. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. KFR does not undertake to update any forward-looking information, except in accordance with applicable securities laws.