/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Nov. 8, 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 approximately $3.56 million consisting of 39,561,110 units of
the Company (the "Units"), including the full exercise of
the option granted to the Agents, at a price of $0.09 per Unit (the "Offering Price"),
with a non-brokered portion of the offering ("Non-Brokered
Portion") for gross proceeds of approximately $1.44 million consisting of 15,994,445 Units at
the Offering Price, for aggregate gross proceeds to the Company of
$5 million.
The Offering was being led by Research Capital Corporation, as
the lead agent and sole bookrunner, on behalf of a syndicate of
agents, including Red Cloud Securities Inc. (collectively, the
"Agents").
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
$0.135 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 Agents received a cash fee
of $251,229.99. In addition, the
Company granted the Agents 3,043,874 non-transferable compensation
warrants (the "Compensation Warrants"). Each Compensation
Warrant entitles the holder thereof to purchase one Unit at an
exercise price of $0.09 per Unit for
a period of 36 months following the Closing of the Offering. The
Company also paid aggregate cash finders' fees of $22,858.20 to two arm's length finders, Canaccord
Genuity Corp. ("Canaccord") and Discovery Financial SARL in
connection with the Offering and issued to Canaccord
non-transferable finder's warrants exercisable into 216,960 common
shares of the Company at an exercise price of $0.135 per common share for a period of 36 months
from the closing of the Offering. All securities issued in
connection with the Offering are subject to a Canadian securities
law resale restriction period expiring on March 9, 2023.
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 or minority
shareholder approval in connection with the participation of the
insider 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.
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 136,778 Units. Mr. Kang
now beneficially owns, or exercises control or direction over
634,278 Common Shares or approximately 0.15% per cent of the issued
and outstanding Common Shares (or approximately 0.25% 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).
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:
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, including statements regarding the proposed use of the net
proceeds from the Offering. 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. 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 timeliness 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.