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KTN.V ·

Kootenay Silver Closes Brokered Public Offering FOR Gross Proceeds of C$10.35 Million

Financings

KOOTENAY SILVER CLOSES BROKERED

PUBLIC OFFERING FOR GROSS PROCEEDS

OF C$10.35 MILLION

NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

VANCOUVER

,

April 25, 2024

/PRNewswire/ -- Kootenay Silver Inc. ("

Kootenay

" or the "

Company

")

(TSXV: KTN) is pleased to announce that the Company has completed its previously announced and

upsized "best efforts" public offering (the "

Offering

") for gross proceeds of

C$10,350,000

from the

sale of 9,241,071 units of the Company (each, a "

Unit

") at a price of

C$1.12

per Unit (the "

Offering

Price

"). The completed Offering includes the exercise in full of the Agents' (as defined herein) over-

allotment option for the sale of 1,205,357 Units for proceeds of

C$1,350,000

.

Each Unit consists of one common share of the Company (each, a "

Common Share

") and one half

of one Common Share purchase warrant (each whole warrant, a "

Warrant

"). Each whole Warrant

shall entitle the holder to purchase one Common Share of the Company at a price of

C$1.68

at any

time on or before

April 25, 2026

.

The Offering was conducted by Red Cloud Securities Inc., acting as lead agent and sole

bookrunner, and Research Capital Corporation (collectively, the "

Agents

"). In connection with the

Offering, the Company paid the Agents a cash commission of

C$591,000

and issued to the Agents

527,678 Common Share purchase warrants (the "

Broker Warrants

"). Each Broker Warrant entitles

the holder thereof to acquire one Common Share at a price of

C$1.12

per Common Share at any

time on or before

April 25, 2026

. The Company also paid aggregate cash finder's fees of

$28,380.24

to certain arm's length finders in connection with Units purchased by certain president's

list purchasers.

The Offering was completed pursuant to a prospectus supplement of the Company filed in all of the

provinces of

Canada

and dated

April 17, 2024

that supplemented the short form base shelf

prospectus of the Company dated

March 27, 2024

. The Offering remains subject to the final

approval of the TSX Venture Exchange (the "

TSX-V

").

The net proceeds raised under the Offering will be used for the advancement of the Company's

Columba Silver Project in

Mexico

as well as for general working capital and corporate purposes.

The securities offered pursuant to the Offering have not been, nor will they be, registered under the

U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in

the United

States

or to, or for the account or benefit of, U.S. persons absent registration or an applicable

exemption from the registration requirements. This news release shall not constitute an offer to sell

or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in

which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

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. 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 connation thereof.

Such forward-looking information and statements are based on numerous assumptions, including

among others, that the Company will allocate the net proceeds of the Offering to exploration

programs on a successful basis. 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 ability of the Company to apply the use of proceeds from

the Offering as anticipated and those risks set out in the Company's public documents filed on

www.sedarplus.ca

. 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. The Company disclaims any intention or

obligation to update or revise any forward-looking information, whether as a result of new

information, future events or otherwise, other than as required by law.

SOURCE

Kootenay Silver Inc.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/April2024/25/c1831.html

%SEDAR: 00016508E

For further information:

James McDonald, CEO & President at 403-880-6016, or Ken Berry,

Chairman at 604-601-5652, 1-888-601-5650, or visit: www.kootenarysilver.com

CO: Kootenay Silver Inc.

CNW 09:38e 25-APR-24