Kootenay Silver Announces Closing of $6.25 Million Private Placement
KOOTENAY SILVER ANNOUNCES CLOSING
OF $6.25 MILLION PRIVATE PLACEMENT
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
./
VANCOUVER, BC
,
March 9, 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
$4.78 million
consisting of 29,881,000 units of the
Company (the "
Units
") at a price of
$0.16
per Unit (the "
Offering Price
"), with a non-brokered
portion of the offering ("
Non-Brokered Portion
") for gross proceeds of approximately
$1.47 million
consisting of 9,181,500 Units at the Offering Price, for aggregate gross proceeds to the Company of
$6.25 million
.
The Offering was led by Research Capital Corporation as the sole agent and sole bookrunner (the
"
Agent
").
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
$0.22
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 Agent received a cash fee of
$361,740
. In addition, the
Company granted the Agent 2,260,875 non-transferable compensation warrants (the
"
Compensation Warrants
"). Each Compensation Warrant entitles the holder thereof to purchase
one Unit at an exercise price of
$0.16
per Common Share for a period of 36 months following the
Closing. The Company also paid aggregate cash finder's fees of
$13,260
to two arm's length
finders in connection with the Offering. All securities issued in connection with the Offering are
subject to a Canadian securities law resale restriction period expiring on
July 10
, 2022. The Offering
is subject to the final acceptance of the TSX Venture Exchange.
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.
Certain related parties of the Company participated in the Offering, as set out below. The
participation in the Offering by the related parties of the Company constitute related party
transactions 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 insiders 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 the interested director having declared and abstained from voting on the resolutions with
respect to his interest therein.
Mr.
James McDonald
, the President, Chief Executive Officer and a director of the Company and a
related party to the Company within the meaning of MI 61-101, subscribed for 1,000,000 Units. Mr.
McDonald now beneficially owns, or exercises control or direction over, 4,028,200 Common Shares
or approximately 1.12% per cent of the issued and outstanding Common Shares (or approximately
1.89% 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. McDonald).
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 81,000 Units. Mr. Kang now
beneficially owns, or exercises control or direction over 497,500 Common Shares or approximately
0.14% per cent of the issued and outstanding Common Shares (or approximately 0.49% 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).
KOOTENAY SILVER INC.
Per: "
James M. McDonald
"
James McDonald
, President and Chief Executive Officer
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:
The information in this news release has been prepared as at the date hereof. 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 and include
statements regarding receipt of regulatory approval of the Offering and the expected use of the net
proceeds of the Offering.
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 uncertainties 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, including that the Company is able to obtain regulatory
approval of the Offering and that the Company will be able to use the proceeds of the Offering as
anticipated. 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 expectations 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 Administrators 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.
SOURCE
Kootenay Silver Inc.
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For further information:
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
CO: Kootenay Silver Inc.
CNW 14:01e 09-MAR-22