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KTN.V ·

Kootenay Silver Closes Final Tranche of Oversubscribed $3.7 Million Private Placement

Financings

KOOTENAY SILVER CLOSES FINAL

TRANCHE OF OVERSUBSCRIBED $3.7

MILLION PRIVATE PLACEMENT

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

./

VANCOUVER, BC

,

Feb. 22, 2024

/CNW/ - Kootenay Silver Inc. ("

Kootenay

" or the "

Company

")

(TSXV: KTN) announces that it has closed the second and final tranche of its previously announced

(see news releases dated

February 1

, 5 and 16, 2024) non-brokered private placement (the

"

Offering

") of units of the Company (the "

Units

"), at a price of

$0.75

per Unit (the "

Offering Price

")

for aggregate gross proceeds of

$237,525

. The Company received total aggregate gross proceeds

of

$3,720,587

from the Offering.

Each Unit is comprised of one common share of the Company (a "

Common Share

") and one-half of

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

Warrant

"). Each Warrant is

exercisable to acquire one Common Share (a "

Warrant Share

") at a price of

$1

.10 per Warrant

Share for a period of 24. An aggregate total of 4,960,782 Common Shares and 2,480,391 Warrants

were issued under the Offering.

The net proceeds from the Offering will be used for exploration activities, property commitments on

the Company's projects, working capital and general corporate purposes. The Offering is subject to

the final acceptance of the TSX Venture Exchange (the "

Exchange

").

All securities issued in connection with the Offering are subject to a Canadian securities law resale

restriction period expiring on

June 17, 2024

. 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.

In connection with the closing of the final tranche of the Offering, the Company paid a cash finders'

fee of

$1,200

to an arm's length finders. For disclosure relating to finder's fees paid in connection

with the first tranche of the Offering, as well as to Multilateral Instrument 61-101 -

Protection of

Minority Security Holders in Special Transactions

, please see the Company's news release dated

February 16, 2024

.

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. 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, including

among others, statements regarding the use of proceeds from the Offering, and the approval of the

Exchange. 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 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/February2024/22/c6520.html

%SEDAR: 00016508E

For further information:

On behalf of the board of directors and 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

CO: Kootenay Silver Inc.

CNW 13:07e 22-FEB-24