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

KOOTENAY SILVER CLOSES FIRST

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. 16, 2024

/CNW/ - Kootenay Silver Inc. ("

Kootenay

" or the "

Company

")

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

$3,483,062

. The second tranche is

expected to close on

February 20, 2024

, for aggregate gross proceeds of

$237,525

. Upon the

second tranche closing, aggregate total gross proceeds from the Offering will be

$3,720,587

.

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 months and will expire on

February 16, 2026

.

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.

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 and minority shareholder approval in connection with the participation of the related

party 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

James McDonald

declaring and abstaining from voting on the resolutions approving

the Offering with respect to his participation in the Offering.

James McDonald

, the CEO, President and a director of the Company and a related party to the

Company within the meaning of MI 61-101, subscribed for 66,667 Units. There has not been a

material change in the percentage of the outstanding securities of the Company that are owned by

Mr. McDonald as a result of his participation in the Offering.

In connection with the closing of the first tranche of the Offering, Research Capital Corporation

received a cash fee of

$50,628

and 77,004 non transferable compensation warrants (the

"

Compensation Warrants

"). Each Compensation Warrant entitles the holder thereof to purchase

one Unit at an exercise price of

$0.75

per Unit for a period of 24 months following the Closing of the

Offering. The Company also paid aggregate cash finders' fees of

$149,627

and issued an

aggregate 61,102 non-transferable finder's warrants ("

Finder's Warrants

") to six other arm's length

finders. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at an

exercise price of

$0.75

per Common Share for a period of 24 months from the closing of the

Offering.

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.

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

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.

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CO: Kootenay Silver Inc.

CNW 18:49e 16-FEB-24