Category: News

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Vancouver, B.C. – April, 27, 2021 – Kingfisher Metals Corp. (TSX-V: KFR) (“Kingfisher” or the “Company”) is pleased to announce that the Company has entered into an agreement with PI Financial Corp.  (“PI Financial”) as sole bookrunner, in connection with a marketed best efforts private placement of up to 4,760,000 charity flow-through units (the “Charity FT Units”) and 1,965,000 flow-through units (the “FT Units”) of the Company to raise aggregate gross proceeds of up to approximately C$4.0 million.

The Charity FT Units will be offered by way of a best efforts private placement pursuant to exemptions from the prospectus requirements to residents of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, and such other Canadian jurisdictions as may be agreed to by the Company and PI Financial, at a price of C$0.63 per Charity FT Unit. Each Charity FT Unit shall consist of one charity flow-through common share and one half of one transferable non-flow-through common share purchase warrant (each whole such common share purchase warrant, a “Warrant”).

The FT Units will be offered by way of a best efforts private placement pursuant to exemptions from the prospectus requirements to residents of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, and such other Canadian jurisdictions as may be agreed to by the Company and PI Financial, at a price of C$0.51 per FT Unit. Each FT Unit shall consist of one flow-through common share and one half of one transferable non-flow-through common share purchase Warrant.

Each Warrant shall be exercisable into one additional non-flow-through common share of the Company for 24 months from the Closing Date at an exercise price of C$0.70.

The aggregate gross proceeds raised from the Charity FT Units and FT Units will be used before 2023 for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”)), that will qualify as “flow through mining expenditures” within the meaning of the Tax Act.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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.

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 68,945,801 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.

Vancouver, B.C. – April 14^th, 2021 – Kingfisher Metals Corp. (TSX-V: KFR) (FSE:970) (“Kingfisher” or the “Company”) is pleased to announce its initial rock sampling and backpack drilling results from the 2020 exploration program at its 100% owned Goldrange Project, located in southwestern British Columbia.  The Goldrange Project is located approximately 25km south of the town of Tatla Lake with logging road access to the north end of the 367km² project. 

Highlights

• 279 rock samples with an average grade of 5.62 g/t Au and a median grade of 2.22 g/t Au.

• 38 samples over 10 g/t Au with highlights of 128.90 g/t Au, 67.20 g/t Au, 53.90 g/t Au, 48.10 g/t Au, 46.00 g/t Au, and 45.60 g/t Au.

• Channel sampling up to 2.08 g/t Au over 6m.

• Backpack drilling up to 0.97 g/t Au over 8.3m.

• Identification of multiple structural styles of mineralization within intrusive, volcanic, and sedimentary rocks.

• Identification of two broad areas of intense structurally-hosted quartz veins at the Cloud Drifter and Langara Zones.

“An average grade of 5.62 g/t Au over 279 samples is very significant and helps to explain what is causing the 3 km-long gold-in-soil anomaly.  All shallow backpack drill holes in the Cloud Drifter Trend returned gold mineralization and hand trenches in the forest were also successful at outlining gold mineralization.” Stated CEO, Dustin Perry.

“Our 2020 field program encountered many new zones of previously unsampled mineralization, which suggests that this highly prospective segment of the Yalakom Gold Belt has been largely underexplored.  Our geological model corroborates the geochemical results along the trend and allows us to plan our 2021 drill program with confidence.” Stated VP Exploration, Gayle Febbo.

The Goldrange Project covers a significant deformation zone with numerous precious metal veins across the project.  Mineralization at Goldrange occurs as orogenic gold of similar age of the Bridge River camp, part of the Yalakom Gold Belt.  Several areas of historical hand mining are located within the project and date back to the 1930s.

The 2020 exploration program was focused on defining drill targets at the Cloud Drifter Trend as well as evaluating the potential of several historically sampled mineralized zones on the project. 

The Cloud Drifter Trend is a band of several historical zones of mineralization tied together by a highly anomalous Au-Ag-As-Sb-Cu-Bi-Te soil anomaly with grades up to 22.08 g/t Au (see March 31, 2021 release).  Limited historical rock sampling was completed within the highest strength geochemical anomaly at the Cloud Drifter Zone and was the focus of 2020 work.

There were 279 rock samples (figure 1) within the Cloud Drifter and Langara Zones at the Cloud Drifter Trend.  The average value of the 2020 results is 5.62 g/t Au with a median value of 2.22 g/t Au (table 1).  Rock sample results range from below detection limit to 128.90 g/t Au.  Rock grab samples are selective in nature and cannot be considered as representative of the underlying mineralization.  

A more detailed presentation of the results included with this release can be found on the Company’s website: Cloud Drifter Trend 2020 Rock Sampling Results.  Additionally, Dustin Perry and Gayle Febbo discuss the presentation in more detail: Goldrange: Cloud Drifter Trend 2020 Rock Sampling Results – YouTube.

	Au g/t	Ag g/t	Cu %
# Samples	279	279	279
Minimum Value	0.003	0.1	0.0002
Maximum Value	128.900	1500.1	6.7660
Average Value	5.622	25.3	0.1962
Median Value	2.220	2.8	0.0521
90th Percentile	14.6	44.4	0.44643

Table 1: 2020 Rock Sample Statistics

Rock sampling within the Cloud Drifter Zone (figure 2) was highly successful at outlining several broad areas of quartz-sulfide mineralization where very limited historical work had been completed.  Sampling at the upper Cloud Drifter Zone (see inset in figure 2) was completed with significantly more detail than elsewhere due to excellent exposure in that location.  

Backpack drilling (49.97 m over 15 shallow holes) was completed at the Argo and Upper Cloud Drifter Zones as well as the Langara Zone.  Drilling was completed where access was safe and possible given that no drill pads were built.  Given the forested nature of the majority of the Cloud Drifter soil anomaly and the access issues from possible helicopter landing sites, no drilling was completed within this area.  Backpack drilling is limited in its penetration capability and the deepest drill hole included within this release was 8.3m. 

Highlights from backpack drilling within the Cloud Drifter Trend include:

• 8.3m of 0.97 g/t Au in hole BP-CD-20-02
• 1m of 6.05 g/t Au in hole BP-CD-20-05 
• 4m of 0.28 g/t Au, 33.65 g/t Ag, and 0.42% Cu in BP-LG-20-06  

Detailed assay results for all backpack drill holes as well as annotated core photos for BP-CD-20-02 can be found within the presentation associated with this release.

Rock sampling at the Langara Zone (figure 3) was limited in its extent and focused around two historic adits, which date back to the 1930s.  Access to the adits was not possible due to recent talus obscuring the entrances.  Sampling from dumps and workings returned values up to 14.4 g/t Au.  The peak value from the Langara Zone was 30.2 g/t Au which exceeded historically documented peak values in the zone.  The peak silver value within the Cloud Drifter Trend was located within the Langara Zone and returned 1500.1 g/t Ag.

Quality Assurance and Quality Control

Rock samples were submitted to Acme Labs located in Vancouver, British Columbia, an ISO9001:2008 accredited laboratory. The rocks samples were prepared using the PRP70-250 method by crushing 1.0kg of rock to =>70% passing through a 2mm sieve. Two hundred and fifty grams was then pulverized so that =>85% passes through a less than 75 μm sieve. A 0.25g split was then subjected to a 4 acid near total digest where the split is heated in a HNO₃, HClO₄ and HF solution to fuming, dried and then dissolved in HCL. The resulting solution was then analyzed for 45 major and trace elements using ICP-ES/MS (method code MA200). A 30g split was analyzed for gold using a lead collection fire assay fusion that was then digested and analyzed using AAS (method code FA430).

A 30g split of samples that assayed >10ppm gold and/or >200ppm Ag were analyzed using a lead collection fire assay fusion with a gravimetric finish (method code FA530). Samples that assayed for >200 ppm W, > 4000ppm Bi, Mo, Sb, >10000 ppm Cu, Pb or Zn were digested using a HNO₃, HClO₄ and HF solution to fuming, dried and then dissolved in HCL. The resulting solution was then analyzed using ICP-ES (method code MA370). Samples that assayed > 10000ppm As were digested using a modified aqua regia digestion (1:1:1 HNO₃:HCl:H₂O) and analyzed using ICP-ES (method code MA370).

Qualified Person

Dustin Perry, P.Geo., Kingfisher’s CEO, is the Company’s Qualified Person as defined by National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has prepared the technical information presented in this release.

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 68,945,801 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.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: formulation of plans for drill testing; and the success related to any future exploration or development programs.

These forward-looking statements and information reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include; success of the Company’s projects; prices for gold remaining as estimated; currency exchange rates remaining as estimated; availability of funds for the Company’s projects; capital, decommissioning and reclamation estimates; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour- related disruptions; no unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses and regulatory approvals are received in a timely manner; and the ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.

The Company cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: fluctuations in gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services (including transportation); fluctuations in currency markets (such as the Canadian dollar versus the U.S. dollar); operational risks and hazards inherent with the business of mineral exploration; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; our ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner; changes in laws, regulations and government practices, including environmental, export and import laws and regulations; legal restrictions relating to mineral exploration; increased competition in the mining industry for equipment and qualified personnel; the availability of additional capital; title matters and the additional risks identified in our filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described, or intended. Investors are cautioned against undue reliance on forward-looking statements or information. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.

Vancouver, B.C. – March 25, 2021 – Kingfisher Metals Corp. (TSX-V: KFR) (FSE: 970) (“KFR” or the “Company”) is pleased to announce that the Company’s shares have been accepted for listing on the Frankfurt Stock Exchange (“FSE”) and commenced trading on March 25, 2021 under the symbol “970”.

The Company’s common shares are now cross listed on the TSX Venture Exchange and the FSE. The FSE is one of the world’s leading international stock exchanges by revenue, profitability, and market capitalization and is the largest of Germany’s stock exchanges.

Dustin Perry, CEO of KFR said, “We are very pleased to commence trading on the FSE today as it provides direct access to the European capital markets and an opportunity for the Company to increase trading liquidity and facilitate investment by expanding our shareholder base throughout Europe.”

Additionally, the Company is pleased to report that it acquired additional mineral tenures at the Ecstall and Goldrange projects to cover ground with favourable geological, geochemical, geophysical, or structural characteristics for hosting VMS (Cu-Au-Ag-Zn) and orogenic gold (Au) styles of mineralization. An additional 33.9 km² was staked at the Ecstall project which now totals 284 km² (Figure 1) and an additional 155.3 km² was staked at the Goldrange Project which now totals 367 km² (Figure 2).

Figure 1: Ecstall Project

Figure 2: Goldrange Project

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.

Vancouver, B.C. – March 18, 2021 – Kingfisher Metals Corp. (TSX-V: KFR) (“KFR” or the “Company”) is pleased to announce that the Company has commenced trading on the TSX Venture Exchange (“TSX-V”) under the symbol “KFR”.

This listing follows the closing of the Company’s qualifying transaction with Seashore Resource Partners Corp. The concurrent private placement of C$6.03 million provides the Company with a strong balance sheet to advance its exploration efforts for the foreseeable future.

Dustin Perry, CEO of KFR said, “We are very pleased to close the qualifying transaction with Seashore and the concurrent private placement. Kingfisher is well positioned strategically to pursue high-grade gold, copper, silver, and zinc opportunities in our three fully owned district-scale properties that are situated in British Columbia. I would personally like to thank everyone involved who helped us get to where we are today, and I am excited for what lies ahead for the Company in our pursuit to deliver value to our shareholders.”

Additionally, the Company is pleased to report that disinterested shareholders of the Company voted via written consent in favour of implementing the certain changes needed to transition to the TSX-V’s Policy 2.4 – Capital Pool Companies effective as of January 1, 2021 (“Policy 2.4”), being:

(i) removing the consequences associated with the Company not completing a Qualifying Transaction within 24 months of its listing date; and

(ii) authorizing the Company to make certain amendments to the Company’s escrow agreement in order to allow the Company’s escrowed securities to be subject to an 18-month escrow release schedule rather than the current 36-month escrow release schedule in the former Policy 2.4.

These changes were approved by the TSX-V on March 9, 2021 and a copy of the amended and restated escrow agreement will be filed under the Company’s profile on SEDAR.

Please refer to the Company’s news release dated January 14, 2021 for further details with respect to the amendments associated with the new Policy 2.4.

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.

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.

Mr. Hugh Rogers reports

SEASHORE FILES FILING STATEMENT

Further to its press releases dated Sept. 30, 2020, regarding its proposed qualifying transaction with Kingfisher Resources Ltd., Seashore Resources Partners Corp. has filed a filing statement dated March 3, 2021, and a National Instrument 43-101 compliant technical report as prepared by Christopher Dyakowski, PGeo, for the Ecstall property supporting the scientific and technical disclosure contained in the filing statement. The filing statement and technical report can be found under the company’s SEDAR profile. 

Closing

The transaction is expected to close on or around March 8, 2021, with the company changing its name to Kingfisher Metals Corp. in connection therewith.

Private placement

The company has arranged a non-brokered private placement to raise aggregate gross proceeds of $6.03-million through the issuance of 24.12 million units.

Each unit will consist of one common share of the resulting issuer and one share purchase warrant. Each warrant will be exercisable at a price of 50 cents per resulting issuer share for a period of 24 months. If, on any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date of the financing, the volume-weighted average closing sales price of the resulting issuer shares (or the closing bid, if no sales were reported on a trading day) as quoted on the TSX Venture Exchange is greater than 75 cents per share, the resulting issuer may at its sole discretion provide notice in writing to the holders of the warrants by issuance of a press release that the expiry date of the warrants will be accelerated to the 30th day after the date on which the resulting issuer issues such press release.

The proceeds of the financing will be utilized for exploration programs on the resulting issuer’s mineral properties, general working capital and the costs associated with the transaction. Finder’s fees will be payable in association with the financing. These fees will consist of 7 per cent to be paid in cash and the issuance of warrants equal to 7 per cent of the units sold by such finders. The completion of the financing is subject to the approval of the TSX-V.

We seek Safe Harbor.

Further to Seashore Resources Partners Corp.’s press release dated July 23, 2020, regarding the signing of a binding letter of intent to acquire Kingfisher Resources Ltd., the company and Kingfisher have now executed a definitive amalgamation agreement dated Sept. 24, 2020. Under the amalgamation agreement, SSH and Kingfisher will complete a three-cornered amalgamation, whereby SSH will incorporate a new wholly owned subsidiary that will amalgamate with Kingfisher to form a new company.

Pursuant to the transaction, the company will issue common shares in the capital of SSH to the holders of Kingfisher common shares on the basis of one SSH share for each Kingfisher share at a deemed price of 25 cents per Kingfisher share. The transaction is an arm’s-length transaction, and there are currently 39,173,801 Kingfisher shares outstanding. Upon the completion of the transaction, SSH will be the parent company, and it is anticipated that the resulting issuer will be listed as a Tier 2 mining issuer on the TSX Venture Exchange and will carry on the business of Kingfisher with a trading symbol of KFR, subject to requisite regulatory approvals.

The following sets out the names and backgrounds of all persons who are expected to be the officers and directors of the resulting issuer.

Dustin Perry, Chief Executive Officer and Director

Mr. Perry is an exploration geologist and entrepreneur with over 13 years in the mining sector. He has worked on over 50 exploration projects throughout British Columbia, the Yukon and Mexico. He received a BSc geology from the University of British Columbia, and is a registered professional geologist with the Association of Professional Engineers and Geoscientists of B.C.

David Loretto, President and Director

Mr. Loretto is an exploration geologist and entrepreneur, having received a BSc (honours) in geological sciences from Queen’s University and was an exploration team member on the Brucejack deposit with Pretium Resources Inc. He has over 10 years of experience in the resource sector, working in both technical and management capacities, and has been involved with exploration in British Columbia, the United States and New Zealand. Mr. Loretto currently serves as a director for Interlapse Technologies Corp. and PLB Capital Corp.

Barry MacNeill, chief financial officer

Mr. MacNeil is a member of the Chartered Professional Accountants of B.C., with more than 30 years of management and accounting experience in public company, private practice and industry. Mr. MacNeil currently acts as CFO and corporate controller of TAG Oil Ltd., as CFO of Interlapse Technologies and as CFO of MCX Technologies Corp.

Giuseppe (Pino) Perone, corporate secretary and director

Mr. Perone is a lawyer by background, and has extensive corporate experience that stems from practising as corporate counsel, as well as serving as an executive and director, for various public and private companies in the resource and technology sectors. Mr. Perone currently acts as general counsel and corporate secretary of TAG Oil, as president, corporate secretary and a director of Interlapse Technologies, as CEO, CFO, corporate secretary and a director of PLB Capital, and as a director of MCX Technologie. Mr. Perone holds a BA from the University of Victoria and an LLB from the University of Alberta, and has been a member in good standing of the Law Society of British Columbia since 2006.

Chris Beltgens, director

Mr. Beltgens has over 10 years of investment, business development and corporate finance experience. Since April, 2016, he has been the vice-president of corporate development for TAG Oil. Prior thereto from 2013 to 2016, he was the corporate development manager for East West Petroleum Corp. Mr. Beltgens previously spent six years in London working in investment banking, covering international oil and gas exploration and production companies, and where he assisted in raising capital for the sector. Mr. Beltgens has completed the CFA program, received an MBA from the University of Toronto and received a BSc from the University of Victoria.

Richard (Rick) Trotman, director

Mr. Trotman is a professional geologist with a broad range of experience within the mining industry, having worked in both buy-side and sell-side positions as well as technically focused responsibilities with major mining companies. He was previously with Resource Capital Funds, a leading mining-focused private equity firm, where he was involved in executing a broad range of investments spanning the precious, base and minor metal spaces, and was also responsible for establishing and managing the firm’s portfolio of exploration investments. Prior to Resource Capital Funds, Mr. Trotman worked as a mining industry equity research analyst in New York, and was an exploration geologist with leading gold producers such as Barrick Gold Corp., Meridian Gold Inc. and Yamana Gold Inc. in both the United States and Mexico. Mr. Trotman currently acts as president, CEO and a director of Barksdale Resources Corp., and holds a master of science in economic geology from the University of Nevada, Reno, and a bachelor of science in geology from Washington State University.

The transaction remains subject to several terms and conditions, including, but not limited to, the completion of a private placement, as further described below, and the approval of the TSX-V.

As noted above, it is a condition of the transaction that SSH complete a private placement to raise aggregate gross proceeds of not less than $1.5-million through the issuance of a minimum of six million units. Each unit will consist of one SSH share and one share purchase warrant. Each SSH warrant will be exercisable at a price of 50 cents per share for a period of 24 months. The financing is expected to complete in conjunction with the closing of the transaction.

Seashore Resources Partners Corp. has entered into an arm’s-length binding letter of intent dated July 16, 2020, with Kingfisher Resources Ltd. (KFR) whereby Seashore will acquire all of the issued and outstanding securities of KFR by way of a share exchange, amalgamation or such other form of business combination as the parties may determine.

Upon successful completion of the proposed acquisition of the securities of KFR (the “Transaction”), it is anticipated that the Company will be listed as a Tier 2 Mining issuer on the TSX-V and will carry on the business of KFR. The Transaction is intended to constitute the Company’s `qualifying transaction’ pursuant to Policy 2.4 of the TSX-V.

Transaction Summary

Pursuant to the Transaction, the Company will issue common shares in the capital of SSH (“SSH Shares”) to the holders of common shares in the capital of KFR (“KFR Shares”) on the basis that SSH will issue up to one SSH Share for each KFR Share outstanding.

The Transaction is an arm’s length transaction. Upon the completion of the Transaction, it is expected that KFR will become a wholly owned subsidiary of the Company (the “Resulting Issuer”). No advances to be made by the Company to KFR are contemplated by the letter of intent and no finder’s fees are payable in connection with the Transaction.

The Company currently has 5,200,000 SSH Shares issued and outstanding, as well as 400,000 stock options and 42,000 broker warrants to acquire SSH Shares, each exercisable at $0.10 per share.

The Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Transaction on or before August 15, 2020 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, the completion of a private placement by KFR of subscription receipts for gross proceeds of a minimum of $750,000, as further described below, and the approval of the TSX-V and other applicable regulatory authorities. All dollar figures referenced herein, unless otherwise specified, refer to Canadian dollars.

As the Transaction is not a ‘non-arm’s length transaction’ as defined by TSX-V policies, it is not anticipated that shareholder approval for the Transaction will be required or sought.

Trading in SSH Shares will remain halted pending the satisfaction of all applicable requirements of Policy 2.4 of the TSX-V. There can be no assurance that trading of SSH Shares will resume prior to the completion of the Transaction. Further details concerning the Transaction (including additional financial and shareholder information regarding KFR) and other matters will be announced if and when a definitive agreement is reached.

Information Concerning KFR

KFR is a privately held mining exploration company with its head office in Vancouver, British Columbia. It currently has 28,103,802 common shares issued and outstanding. There are no persons holding a controlling interest in KFR.

KFR’s operations are focused on world class and underexplored district scale properties in British Columbia, with three 100% owned district scale projects that offer potential exposure to high-grade gold, silver, copper, and zinc. More specifically, the properties consist of the Goldrange property located in south central British Columbia that consists of 22 mineral claims covering 16,328 hectares, the Thibert property located in northern British Columbia that consists of 8 mineral claims covering 12,475 hectares, and the Ecstall property (the “Property”), an early stage exploration property consisting of 28 mineral claims (25,017 hectares), located in the Skeena Mining Division, 56km southeast of Prince Rupert, British Columbia.

KFR completed a three-phase exploration program in 2019 on the Property that consisted of rock sampling, soil sampling, and stream sediment sampling, in addition to a 1501-line kilometer airborne VTEM survey consisting of variable time domain electromagnetics and magnetics. Results of the airborne geophysical survey indicate numerous electromagnetic conductors across the length of the 49km-long Property. Geochemical work in 2019 identified a new zone of mineralization, the “Shiner Zone”, where ~400m of mineralization typical of VMS deposits was discovered following up on the geophysical survey. The 2019 exploration program in addition to a review of historic data warrants future exploration to follow up on geophysical anomalies as well as further refining targets at the Shiner Zone. A $200,000 program consisting of mapping and detailed rock sampling is recommended with potential future drill testing contingent on initial work. To date, KFR has spent approximately $541,687 on exploration activities on the Property.

The technical information in this news release has been prepared by Christopher Dyakowski, P. Geo., the author of the technical report on the Property, which will be filed under the SEDAR profile of the Company in due course, and a qualified person within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Selected Financial Information about KFR

The following table sets out selected financial information from Kingfisher’s unaudited financial statements as of March 31, 2020. The information provided herein should be read in conjunction with such financial statements, which will be included in the filing statement being prepared in connection with the Transaction and will be filed on www.sedar.com in due course.

                     Interim Period Ended
                           March 31, 2020

Total Assets                   $1,067,417
Total Liabilities                  $2,367
Deficit                        ($149,575)
Working Capital                  $259,897
Revenues                              Nil
Expenses                          $80,154
Net Earnings (Loss)             ($80,154)

Management and Board of Directors

Upon completion of the Transaction, it is expected that all the directors and officers of SSH, other than Chris Beltgens, will resign and be replaced by nominees of KFR. The following sets out the names and backgrounds of all persons who are expected to be the officers and directors of the Resulting Issuer, with the addition of a CFO to be announced at a later date:

Dustin Perry, CEO and Director. Mr. Perry is an exploration geologist and entrepreneur with over 13 years in the mining sector. He has worked on over 50 exploration projects throughout British Columbia, the Yukon and Mexico. He received a B.Sc Geology from the University of British Columbia and is a registered professional geologist with the Association of Professional Engineers and Geoscientists of BC.

David Loretto, President and Director. Mr. Loretto is an exploration geologist and entrepreneur, having received a B.Sc (Hons) in Geological Sciences from Queen’s University and was an exploration team member on the Brucejack deposit with Pretium Resources Inc. (TSX: PVG). He has over 10 years of experience in the resource sector working in both technical and management capacities and has been involved with exploration in British Columbia, the United States and New Zealand. Mr. Loretto currently serves as a director for Interlapse Technologies Corp. (TSX-V: INLA) and PLB Capital Corp. (TSX-V: PLB.P).

Chris Beltgens, Director. Mr. Beltgens has over 10 years of investment, business development and corporate finance experience. Since April 2016, he has been the Vice President of Corporate Development for TAG Oil Ltd. (TSX-V: TAO). Prior thereto from 2013 to 2016, he was the corporate development manager for East West Petroleum Corp. (TSX-V: EW). Mr. Beltgens previously spent six years in London working in investment banking covering international oil & gas exploration and production companies and where he assisted in raising capital for the sector. Mr. Beltgens has completed the CFA program, received an MBA from the University of Toronto and a B.Sc from the University of Victoria.

Zach Flood, Director. Mr. Flood is an experienced geologist who has managed mineral exploration in countries around the world for the past 15 years. Zach is co-founder, President and a Director of Kenorland Minerals Ltd., an established project generator, focussed on exploration in North America, as well as President, CEO and a Director of Northway Resources Corp. (TSX-V: NTW).

Giuseppe (Pino) Perone, Corporate Secretary. Mr. Perone is a lawyer by background and has extensive corporate experience that stems from practicing as corporate counsel, as well as serving as an executive and director, for various public and private companies in the resource and technology sectors. Mr. Perone currently acts as General Counsel and Corporate Secretary of TAG Oil Ltd. (TSX-V: TAO), as President, Corporate Secretary and a director of Interlapse Technologies Corp. (TSX-V: INLA), as CEO, CFO, Corporate Secretary and a director of PLB Capital Corp. (TSX-V: PLB.P) and as a director of McorpCX, Inc. (TSX-V: MCX). Mr. Perone holds a B.A. from the University of Victoria and an LL.B. from the University of Alberta and has been a member in good standing of the Law Society of British Columbia since 2006.

Private Placement

Pursuant to the letter of intent, it is a condition of the Transaction that KFR will be responsible for the completion of a private placement (the “Private Placement”) to raise a minimum of $750,000 at a price per common share to be determined and completed with the Transaction. The Private Placement may be completed in KFR or the Resulting Issuer or both, as agreed by the parties. KFR intends to use the net proceeds of the Private Placement to fund the Transaction, to develop its business and for working capital and general corporate purposes.

Sponsorship

The Transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. The Company intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Trading Halt

Trading in SSH Shares has been halted as of July 20, 2020 and will remain halted pending the satisfaction of all applicable requirements pursuant to Policy 2.4 of the TSX-V.

Name Change

Upon completion of the Transaction, the Company intends to change its name to “Kingfisher Metals Corp.” or such other name as KFR may determine, and the parties expect that the TSX-V will assign a new trading symbol for the Resulting Issuer.