Kootenay Silver Announces Closing of $5 Million Private Placement /
KOOTENAY SILVER ANNOUNCES CLOSING
OF $5 MILLION PRIVATE PLACEMENT
/
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.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/November2022/08/c2378.html
%SEDAR: 00016508E
For further information:
James McDonald, CEO and President at 403-880-6016 or visit:
www.kootenaysilver.com
CO: Kootenay Silver Inc.
CNW 14:17e 08-NOV-22