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 – October 18, 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 the lead
agent and sole bookrunner, on behalf of a syndicate of agents, including Red Cloud Securities Inc. (collectively,
the “Agents”), in connection with a best efforts , private placement of units of the Company (the “ Units”) at a
price of $0.10 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 $0.15 per Warrant Share for a period of 36 months from the closing of the
Offering.
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 Agent s’ 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 securit ies 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 Agent s (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 Agent s 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 Agent s, 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 Agent s’ 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 prolifi c mining districts in Sonora, State and
Chihuahua, State, Mexico, respectively.
For additional information, please contact:
James McDonald, CEO and President at 403-880-6016
or visit: www.kootenaysilver.com
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 statement s 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 connation 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.