/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, May 24, 2023
/CNW/ - Kootenay Silver Inc. ("Kootenay" or the
"Company") (TSXV: KTN) announces that it has closed its
previously announced brokered private placement offering (the
"Offering") of units of the Company (the "Units") for
gross proceeds of approximately $2.1
million with a non-brokered portion for gross proceeds of
approximately $1.6 million, at a
price of $0.10 per Unit (the
"Offering Price") for aggregate gross proceeds of
$3,772,500.
The Offering was led by Research Capital Corporation, as co-lead
agent and sole bookrunner, and together with Red Cloud Securities
Inc. as co-lead agents, on behalf of a syndicate of agents,
including Canaccord Genuity Corp. (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 a price of $0.14 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 working capital requirements and other general corporate
purposes. The Offering is subject to the final acceptance of the
TSX Venture Exchange.
All securities issued in connection with the Offering are
subject to a Canadian securities law resale restriction period
expiring on September 25, 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 and 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, 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 3,000,000
Units. There has not been a material change in the percentage of
the outstanding securities of the Company that are owned by Mr.
McDonald.
In connection with the Offering, the Agents received a cash fee
of $128,340. In addition, the Company
granted the Agents 1,283,400 non-transferable compensation warrants
(the "Compensation Warrants"). Each Compensation Warrant
entitles the holder thereof to purchase one Unit at an exercise
price of $0.10 per Unit for a period
of 36 months following the Closing of the Offering. In addition,
the Agents received an advisory fee of $22,140 and 660,000 advisory broker warrants
on the same terms as the Compensation Warrants. The Company also
paid aggregate cash finders' fees of $75,870 to six arm's length finders and
issued to Canaccord Genuity Corp. non-transferable finder's
warrants exercisable into 20,100 Units at an exercise price of
$0.10 per Unit for a period of 36
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.
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. 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.