Mr. Dustin Perry reports

KINGFISHER ANNOUNCES STRATEGIC INVESTMENT FROM BARRICK

Kingfisher Metals Corp. has entered into an agreement with Barrick Mining Corp., whereby Barrick has agreed to purchase 15,470,934 units of Kingfisher in a non-brokered private placement a price of $1.35 per Unit for gross proceeds of $20,885,761. Each unit consists of one common share of Kingfisher and 0.5 of a common share purchase warrant. Each warrant will have a term of two years and each whole warrant will entitle the holder thereof to purchase one Kingfisher share for a price of $1.70 per Kingfisher share.

The placement will result in Barrick owning approximately 9.9 per cent of the issued and outstanding Kingfisher shares on a non-diluted posttransaction basis and 14.1 per cent of the outstanding Kingfisher shares on a partially diluted posttransaction basis, assuming exercise of all warrants.

The company has agreed to use at least 80 per cent of the proceeds from the placement for exploration and development of the HWY 37 project, located in British Columbia, with the balance for general working capital and other purposes.

Closing of the placement is expected to occur on or before July 27, 2026, subject to customary closing conditions, including receipt of all necessary approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.

Dustin Perry, president, chief executive officer and director, commented: "We are very pleased to welcome Barrick as a strategic shareholder of Kingfisher, following their extensive due diligence. This strategic investment is an endorsement of the prospectivity of our Golden Triangle land position and our technical team's ability to execute. Postclosing, the company will have approximately $47-million in cash, providing us with the flexibility to fund aggressive ongoing exploration programs aimed at delineating copper-gold mineralization at our recent Hank porphyry discovery and throughout the extensive Golden Triangle land position. We believe the HWY 37 project has the potential to deliver multiple discoveries, and we welcome the support and mining experience that Barrick brings to the company."

Transaction details

In connection with the placement, Kingfisher and Barrick will also enter into an investor rights agreement, whereby, so long as Barrick maintains a minimum of 5-per-cent ownership in the company, Barrick will be granted:

• A right to participate in future Kingfisher equity issuances to maintain its then-current pro rata interest in Kingfisher;
• Certain top-up rights triggered when cumulative dilution exceeds a specific threshold to permit it to maintain its ownership interest in Kingfisher in connection with dilutive events that are not otherwise subject to Barrick's pre-emptive rights;
• An information right in respect of the HWY 37 project, including access to technical data reasonably required to monitor its investment;
• A project-level restriction pursuant to which, for a period of 24 months, Kingfisher will not sell or transfer any interest in the HWY 37 project or grant any royalty, stream or similar interest in respect of the HWY 37 project without Barrick's prior consent, in each case subject to certain exceptions; such restriction does not apply to a transaction involving the acquisition of all or substantially all of the Kingfisher shares or all or substantially all of the assets of Kingfisher;
• Technical committee appointment rights and other investor rights customary for a transaction of this nature.

Pursuant to the investor rights agreement, Barrick will also: (i) for a period of two years, either vote its Kingfisher shares in accordance with the recommendations of the board or management of Kingfisher or abstain from voting on such matters; and (ii) be subject to a two-year standstill, whereby it is prohibited from acquiring more than 15 per cent of the issued and outstanding Kingfisher shares (which threshold will increase to 19.9 per cent if a third party acquires 10 per cent or more of the outstanding Kingfisher shares), in each case subject to certain exceptions. In addition, Barrick has agreed not to transfer the kingfisher shares and warrants acquired under the placement for a period of 18 months following the closing of the placement, subject to certain exceptions.

Advisers

Maxit Capital LP acted as financial adviser to the company. Forooghian + Company Law Corp. acted as legal counsel to Kingfisher and Davies Ward Phillips & Vineberg LLP acted as legal counsel to Barrick.

About Kingfisher Metals Corp.

Kingfisher Metals is a Canadian-based exploration company focused on copper-gold exploration in the Golden Triangle in 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-square-kilometre HWY 37 project and the 202-square-kilometre Forrest Kerr project. Kingfisher also owns (100 per cent) two district-scale orogenic gold projects in British Columbia that total 641 square kilometres. The company currently has 140,801,129 shares outstanding as of the date of this news release.

We seek Safe Harbor.