Barrick Mining Corporation (NYSE: B) has agreed to subscribe for 15,470,934 units of Kingfisher Metals Corp. in a non-brokered private placement at C$1.35 per unit, for total consideration of approximately C$20.9 million.

Each unit consists of one common share and one-half of a common share purchase warrant. Each whole warrant entitles the holder to acquire one Kingfisher common share at C$1.70 per share for a period of two years.

Barrick does not currently hold any Kingfisher shares. Following the closing of the transaction, Barrick will hold approximately 9.9% of outstanding Kingfisher shares on a non-diluted basis, and 14.1% on a partially diluted basis assuming full exercise of warrants.

As part of the transaction, Barrick and Kingfisher will enter into an investor rights agreement granting Barrick anti-dilution and information rights related to Kingfisher's Highway 37 Project in British Columbia, Canada, provided Barrick maintains at least a 5% ownership interest.

Under the agreement, Kingfisher is restricted for two years from selling or transferring any interest in the Highway 37 Project without Barrick's consent. Barrick is subject to an 18-month lockup on its Kingfisher shares and a standstill limiting its ownership to 15% of outstanding shares during the two-year period, extendable to 19.9% if a third party acquires 10% or more of Kingfisher shares.

Barrick and Kingfisher will also form a technical committee, with Barrick providing technical support for the 2027 and 2028 drilling seasons at the Highway 37 Project upon Kingfisher's request.

The information is based on a press release statement from Barrick Mining Corporation.