Global gold miner Barrick Mining Corporation has subscribed for 15.4-million units, priced at C$1.35 apiece, of Canadian copper and gold explorer Kingfisher Metals Corporation in a private placement for a total consideration of C$20.8-million, for investment purposes.

Each unit comprises one common share and one-half of a common share purchase warrant - where each whole warrant entitles the holder to acquire one Kingfisher common share at a price of C$1.70 apiece.

Upon closing of the private placement, Barrick will hold about 9.9% of the outstanding capital of Kingfisher on a non-diluted basis and 14.1% on a partially-diluted basis - assuming the exercise of all the warrants within two years.

Additionally, Barrick and Kingfisher have entered into an investor rights agreement whereby 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, in British Columbia.

Effectively, Kingfisher will be restricted from selling or transferring any right of interest in the Highway 37 project without Barrick's consent. 

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.

Barrick has also agreed to an 18-month lockup in respect of Kingfisher shares issued to it.

Further, Barrick and Kingfisher will 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 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.

Meanwhile, the Highway 37 project is a massive copper/gold exploration property in British Columbia's Golden Triangle area. The project spans almost 900 km² and holds significant porphyry copper/gold targets.