/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
VANCOUVER, BC, Feb. 16,
2024 /CNW/ - Kootenay Silver Inc.
("Kootenay" or the "Company") (TSXV: KTN) announces
that it has closed the first tranche of its previously announced
non-brokered private placement (the "Offering") of units of
the Company (the "Units"), at a price of $0.75 per Unit (the "Offering Price") for
aggregate gross proceeds of $3,483,062. The second tranche is expected
to close on February 20, 2024, for
aggregate gross proceeds of $237,525. Upon the second tranche closing,
aggregate total gross proceeds from the Offering will be
$3,720,587.
Each Unit is comprised of one common share of the Company (a
"Common Share") and one-half of one Common Share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant is
exercisable to acquire one Common Share (a "Warrant Share")
at a price of $1.10 per Warrant
Share for a period of 24 months and will expire on February 16, 2026.
The net proceeds from the Offering will be used for exploration
activities, property commitments on the Company's projects, working
capital and general corporate purposes. The Offering is subject to
the final acceptance of the TSX Venture Exchange (the
"Exchange").
All securities issued in connection with the Offering are
subject to a Canadian securities law resale restriction period
expiring on June 17, 2024. The
securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities
laws, and accordingly, may not be offered or sold within
the United States except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This press release does not
constitute an offer to sell or a solicitation to buy any securities
in any jurisdiction.
A certain related party of the Company participated in the
Offering, as set out below. The participation in the Offering by
the related party of the Company constitutes a related party
transaction pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is exempt from
the requirements to obtain a formal valuation and minority
shareholder approval in connection with the participation of the
related party in the Offering in reliance on the exemptions
contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101,
respectively. The Offering was unanimously approved by the board of
directors of the Company, with James
McDonald declaring and abstaining from voting on the
resolutions approving the Offering with respect to his
participation in the Offering.
James McDonald, the CEO,
President and a director of the Company and a related party to the
Company within the meaning of MI 61-101, subscribed for 66,667
Units. There has not been a material change in the percentage of
the outstanding securities of the Company that are owned by Mr.
McDonald as a result of his participation in the Offering.
In connection with the closing of the first tranche of the
Offering, Research Capital Corporation received a cash fee of
$50,628 and 77,004 non transferable
compensation warrants (the "Compensation Warrants"). Each
Compensation Warrant entitles the holder thereof to purchase one
Unit at an exercise price of $0.75
per Unit for a period of 24 months following the Closing of the
Offering. The Company also paid aggregate cash finders' fees of
$149,627 and issued an aggregate
61,102 non-transferable finder's warrants ("Finder's
Warrants") to six other arm's length finders. Each Finder's
Warrant entitles the holder thereof to purchase one Common Share at
an exercise price of $0.75 per Common
Share for a period of 24 months from the closing of the
Offering.
About Kootenay Silver Inc.
Kootenay Silver Inc. is an exploration company actively
engaged in the discovery and development of mineral projects in the
Sierra Madre Region of Mexico.
Supported by one of the largest junior portfolios of silver assets
in Mexico, Kootenay continues to
provide its shareholders with significant leverage to silver
prices. The Company remains focused on the expansion of its current
silver resources, new discoveries and the near-term economic
development of its priority silver projects located in prolific
mining districts in Sonora, State
and Chihuahua, State, Mexico,
respectively.
On behalf of the board of directors and for additional
information, please contact:
James McDonald, CEO and
President at 403-880-6016
Ken Berry, Chairman at
604-601-5652; 1-888-601-5650
or visit: www.kootenaysilver.com
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
the contents of this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
"Forward-looking information" includes, but is not limited to,
statements with respect to the activities, events or developments
that the Company expects or anticipates will or may occur in the
future. Generally, but not always, forward-looking information and
statements can be identified by the use of words such as "plans",
"expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or the
negative connotation thereof or variations of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved" or the negative connotation thereof.
Such forward-looking information and statements are based on
numerous assumptions, including among others, statements regarding
the use of proceeds from the Offering, and the approval of the
Exchange. Although the assumptions made by the Company in providing
forward-looking information or making forward-looking statements
are considered reasonable by management at the time, there can be
no assurance that such assumptions will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's plans or expectations include risks
relating to regulatory approvals. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information or implied by forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking statements or information. These forward looking
statements are made as of the date of this press release, and,
other than as required by applicable securities laws, the Company
disclaims any intent or obligation to update publicly any forward
looking statements, whether as a result of new information, future
events or results or otherwise.
SOURCE Kootenay Silver Inc.