Kootenay Silver Announces $4.0 Million Private Placement Financing of Units

KOOTENAY SILVER ANNOUNCES $4.0 MILLION PRIVATE PLACEMENT FINANCING

OF UNITS

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED

STATES.

Vancouver, BC – February 8, 2022 – Kootenay Silver Inc. (“Kootenay” or the “Company”) (TSXV: KTN), is

pleased to announce that it has entered into an agreement with Research Capital Corporation, as sole agent

and sole bookrunner (, the “Agent”) in connection with a best efforts, private placement of units of the Company

(the “Units”) at a price of $0. 16 per Unit (the “Offering Price”) for gross proceeds of up to $ 4,000,000 (the

“Offering”).

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 $ 0.22 per Warrant Share for a period of 36 months from the closing of the

Offering.

The Agent will have an option (the “ Agent’s Option”) to offer for sale up to an additional 15% of the number

of Units sold in the Offering at the Offering Price, which Agent ’s Option is exercisable, in whole or i n 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 sec urities laws.

The Offering is scheduled to close on or about the week of March 8, 2022 , or such date as agreed upon

between the Company and the Agent (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, t he Agent 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 Agent’s Option. In addition, the Company

will grant the Agent, on date of Closing, non -transferable compensation options (the “ Compensation

Options”) equal to 6.0 % of the total number of Units sold under the Offering (including in respect of any

exercise of the Agent’s Option). Each Compensation Option will entitle the holder thereof to purchase one Unit

(a “Compensation Option Unit ”) at an exercise price per Compensat ion Option Unit equal to the Of fering

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 th erefrom. 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 and in British Columbia, Canada. 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. T he 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, respecti vely.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

The information in this news release has been prepared as at February 7, 2022 . 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.

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 uncerta inties 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. 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 expect ations 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 Administrat ors 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.