Kootenay Silver Amends Terms of Private Placement Financing of Units
KOOTENAY SILVER AMENDS TERMS OF
PRIVATE PLACEMENT FINANCING OF UNITS
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
./
VANCOUVER, BC
,
Oct. 24, 2022
/CNW/ - Kootenay Silver Inc. ("
Kootenay
" or the "
Company
")
(TSXV: KTN) announces that it has amended certain terms of its best-efforts private placement
offering, that was previously announced on
October 18, 2022
(the "
Offering
"). Pursuant to the
amended terms, the Offering of units of the Company (the "
Units
") will be conducted at a price of
$0.09
per Unit (the "
Offering Price
") for gross proceeds of up to
$4,000,000
.
Each Unit will be comprised of one common share of the Company (a "
Common Share
") and one
Common Share purchase warrant (a "
Warrant
"). Each Warrant shall be exercisable to acquire one
Common Share (a "
Warrant Share
") at a price of
$0.135
per Warrant Share for a period of 36
months from the closing of the Offering.
The Offering is 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
").
The Agents will have an option (the "
Agents' Option
") to offer for sale up to an additional 15% of
the number of Units sold in the Offering at the Offering Price, which Agents' Option is exercisable, in
whole or in part, at any time up to 48 hours prior to 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 securities to be issued under the Offering will be offered by way of private placement in each of
the provinces of
Canada
, and such other jurisdictions as may be determined by the Company, in
each case, pursuant to applicable exemptions from the prospectus requirements under applicable
securities laws.
The Offering is scheduled to close on or about the week of
November 7, 2022
, or such date as
agreed upon between the Company and the Agents (the "
Closing
") and is subject to certain
conditions including, but not limited to, the receipt of all necessary approvals including the approval
of the Exchange. The Units to be issued under the Offering will have a hold period of four months
and one day from Closing.
In connection with the Offering, the Agents will receive an aggregate cash fee equal to 6.0% of the
gross proceeds from the Offering, including in respect of any exercise of the Agents' Option. In
addition, the Company will grant the Agents, on date of Closing, non-transferable compensation
warrants (the "
Compensation Warrants
") equal to 6.0% of the total number of Units sold under the
Offering (including in respect of any exercise of the Agents' Option). Each Compensation Warrant
will entitle the holder thereof to purchase one Unit (a "
Compensation Warrant Unit
") at an exercise
price per Compensation Warrant Unit equal to the Offering Price for a period of 36 months following
the Closing.
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.
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.
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 the expectation that the Offering will close in the timeframe and on
the terms as anticipated by management. 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, that the Company will complete Offering in the timeframe and on the terms as
anticipated by management. 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 the failure to complete the Offering in the timeframe and on the
terms as anticipated by management, market conditions and 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.
SOURCE
Kootenay Silver Inc.
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For further information:
James McDonald, CEO and President at 403-880-6016 or visit:
www.kootenaysilver.com
CO: Kootenay Silver Inc.
CNW 17:45e 24-OCT-22