Barrick Mining Corporation (NYSE:B) (TSX:ABX) announced that it has agreed to subscribe for 15,470,934 units of Kingfisher Metals Corp. in a non-brokered private placement at a price of C$1.35 per Unit, for total consideration of approximately C$20,885,761. Each Unit is comprised of one common share and one-half of a common share purchase warrant, where each whole warrant will entitle the holder for a period of two years to acquire one Kingfisher common share at a price of C$1.70 per common share.

Barrick does not currently own any Kingfisher Shares. Following closing of the Private Placement, and as a result of its acquisition of Units, Barrick will hold approximately 9.9% of the outstanding Kingfisher Shares on a non-diluted basis and 14.1% of the outstanding Kingfisher Shares on a partially-diluted basis, assuming the exercise of all warrants held by Barrick.

In connection with the Private Placement, Barrick and Kingfisher will enter into an investor rights agreement. Pursuant to the Investor Rights Agreement, provided that Barrick maintains an ownership interest in Kingfisher of at least 5%, Barrick will be entitled to anti-dilution and information rights in respect of Kingfisher’s Highway 37 Project, located in British Columbia, Canada and Kingfisher will, for a period of two years from closing of the Private Placement, be restricted from selling or transferring any right or interest in its Highway 37 Project without Barrick’s consent, subject to certain exceptions. Barrick will also, for a period of two years from closing of the Private Placement, 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 be subject to a standstill which will prohibit Barrick from acquiring more than 15% of the outstanding Kingfisher Shares (increasing to 19.9% of the outstanding Kingfisher Shares if any third party acquires 10% or more of the Kingfisher Shares during such two year period), in each case subject to certain exceptions. Barrick has also agreed to an 18-month lockup in respect of Kingfisher Shares issued to it. Barrick and Kingfisher will also form a technical committee and, on request of Kingfisher, Barrick will also provide certain technical support and expertise to Kingfisher for the 2027 and 2028 drilling seasons at the Highway 37 Project.

Barrick is acquiring the Units for investment purposes. Barrick may, depending on market conditions and other factors, acquire additional Kingfisher Shares or other securities of Kingfisher, or dispose of some or all of the Kingfisher Shares or other securities of Kingfisher that it owns at such time.

An early warning report will be filed by Barrick in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Dan Wilner, whose contact details are included below.

About Barrick Mining Corporation

Barrick is a leading global mining, exploration, and development company. With one of the largest portfolios of world-class and long-life gold and copper assets in the industry, Barrick’s operations and projects span 17 countries and five continents. Barrick is also the largest gold producer in the United States. We create real, long-term value for all stakeholders through responsible mining, strong partnerships, and a disciplined approach to growth.