Mr. Hugh Rogers reports


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. 


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.