/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, March 9, 2022 /CNW/ - Kootenay Silver
Inc. ("Kootenay" or the "Company") (TSXV: KTN)
announces that it has closed its previously announced brokered
private placement offering (the "Offering") for gross
proceeds of $4.78 million consisting
of 29,881,000 units of the Company (the "Units") at a price
of $0.16 per Unit (the "Offering
Price"), with a non-brokered portion of the offering
("Non-Brokered Portion") for gross proceeds of approximately
$1.47 million consisting of 9,181,500
Units at the Offering Price, for aggregate gross proceeds to the
Company of $6.25 million.
The Offering was led by Research Capital Corporation as the sole
agent and sole bookrunner (the "Agent").
Each Unit is comprised of one common share of the Company (a
"Common Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant is exercisable to acquire one
Common Share (a "Warrant Share") at an exercise price of
$0.22 per Warrant Share for a period
of 36 months from the closing of the Offering.
The Company intends to use the net proceeds from the Offering
for exploration activities, working capital requirements and other
general corporate purposes.
In connection with the Offering, the Agent received a cash fee
of $361,740. In addition, the
Company granted the Agent 2,260,875 non-transferable compensation
warrants (the "Compensation Warrants"). Each
Compensation Warrant entitles the holder thereof to purchase one
Unit at an exercise price of $0.16
per Common Share for a period of 36 months following the
Closing. The Company also paid aggregate cash finder's fees
of $13,260 to two arm's length
finders in connection with the Offering. All securities
issued in connection with the Offering are subject to a Canadian
securities law resale restriction period expiring on July 10, 2022. The Offering is subject to
the final acceptance of the TSX Venture Exchange.
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.
Certain related parties of the Company participated in the
Offering, as set out below. The participation in the Offering
by the related parties of the Company constitute related party
transactions 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 or minority
shareholder approval in connection with the participation of the
insiders 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 the interested director having declared and abstained
from voting on the resolutions with respect to his interest
therein.
Mr. James McDonald, the
President, Chief Executive Officer and a director of the Company
and a related party to the Company within the meaning of MI 61-101,
subscribed for 1,000,000 Units. Mr. McDonald now beneficially owns,
or exercises control or direction over, 4,028,200 Common Shares or
approximately 1.12% per cent of the issued and outstanding Common
Shares (or approximately 1.89% per cent of the issued and
outstanding Common Shares on a partially diluted basis including
all convertible securities of the Company owned or controlled by
Mr. McDonald).
Mr. Raj Kang, the Chief Financial Officer and Corporate
Secretary of the Company and a related party to the Company within
the meaning of MI 61-101, subscribed for 81,000 Units. Mr. Kang now
beneficially owns, or exercises control or direction over 497,500
Common Shares or approximately 0.14% per cent of the issued and
outstanding Common Shares (or approximately 0.49% per cent of the
issued and outstanding Common Shares on a partially diluted basis
including all convertible securities of the Company owned or
controlled by Mr. Kang).
KOOTENAY SILVER INC.
Per: "James M. McDonald"
James McDonald, President and Chief
Executive Officer
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.
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:
The information in this news release has been prepared as at the
date hereof. Certain statements in this news release, referred to
herein as "forward-looking statements", constitute "forward-looking
statements" under the provisions of Canadian provincial securities
laws. These statements can be identified by the use of words such
as "expected", "may", "will" or similar terms and include
statements regarding receipt of regulatory approval of the Offering
and the expected use of the net proceeds of the Offering.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, while considered reasonable by
Kootenay as of the date of such statements, are inherently subject
to significant business, economic and competitive uncertainties and
contingencies. Many factors, known and unknown, could cause actual
results to be materially different from those expressed or implied
by such forward-looking statements, including that the Company is
able to obtain regulatory approval of the Offering and that the
Company will be able to use the proceeds of the Offering as
anticipated. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
made. Except as otherwise required by law, Kootenay expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any such statements to reflect any change
in Kootenay's expectations or any change in events, conditions or
circumstances on which any such statement is based.
Cautionary Note to US Investors: This news release
includes Mineral Reserves and Mineral Resources classification
terms that comply with reporting standards in Canada and the Mineral Reserves and the
Mineral Resources estimates are made in accordance with National
Instrument 43-101 – Standards of Disclosure for Mineral Projects
("NI 43-101"). NI 43-101 is a rule developed by the Canadian
Securities Administrators that establishes standards for all public
disclosure an issuer makes of scientific and technical information
concerning mineral projects. These standards differ significantly
from the requirements adopted by the U.S. Securities and Exchange
Commission (the "SEC"). The SEC sets rules that are
applicable to domestic United
States reporting companies. Consequently, Mineral
Reserves and Mineral Resources information included in this news
release is not comparable to similar information that would
generally be disclosed by domestic U.S. reporting companies subject
to the reporting and disclosure requirements of the SEC.
Accordingly, information concerning mineral deposits set forth
herein may not be comparable with information made public by
companies that report in accordance with U.S. standards.
SOURCE Kootenay Silver Inc.