Kootenay Resources Announces Closing of First Tranche of Private Placement Financing
June 24, 2026
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
Kootenay Resources Announces Closing of First Tranche of Private Placement Financing
Kootenay Resources Inc. (TSXV: KT RI) (the “Company” or “Kootenay”) is pleased to
announce that, further to its news releases dated May 20, 2026, the Company ha s closed the first
tranche (the “First Tranche”) of its previously announced non-brokered private placement financing
for gross proceeds of $483,175 through the issuance of 2,085,000 non-flow through common shares
of units the Company (each, a “NFT Unit”) at a price of $0.09 per Unit and through the issuance of
2,686,590 flow-through common shares of units of the Company (each, a “FT Unit”) at a price of
$0.11 per FT Unit (the “Private Placement”).
All securities issued pursuant to the First Tranch e are subject to a hold period of four months and
one day from the date of issuance, expiring on October 24, 2026, in accordance with applicable
securities laws. In connection with the Private Placement, the Company paid cash finder’s fees of
$3,150 to certain eligible finders on a portion of the Privat e Placement, in ac cordance with the
policies of the TSX Venture Exchange.
Certain insiders of the Company participated in the Offering and subscribed for an aggregate of
265,000 NFT Units and an aggregate of 1,709,045 FT Units. Such participation constitutes a “related
party transaction” within the meaning of Multilate ral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions
from the formal valuation and mi nority shareholder approval require ments contained in sections
5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as ne ither the fair market va lue of the securities
issued to, nor the consideration paid by, such insiders exceeds 25% of the Company’s market
capitalization.
The Company intends to use the proceeds from the Private Placement for exploration activities on
its Moyie Anticline Project, other exploration properties (eligible for “Canadian exploration
expenses, which are flow-through mining expenditu res), working capital and general corporate
purposes.
None of the securities sold under the First Tranche have been or will be, registered under the United
States Securities Act of 1933, as am ended (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 Ac t and applicable state s ecurities requirements or
pursuant to exemptions therefrom. This press rel ease does not constitute an offer to sell or a
solicitation to buy any securities in any jurisdiction.
The First Tranche and any subsequent tranches re main subject to the fina l approval of the TSX
Venture Exchange.
Background
Kootenay Resources Inc’s stated mission is the discovery of a Tier One deposit and as such focuses
on those areas with demonstrated geologic potential for such deposits. The Company is exploring
two regions, in the southeastern portion of BC on its flagship Moyie Anticline property and in Central
BC with its generative program including several promising gold-si lver-copper properties in the
Nechako plateau of centra l British Columbia. Kootenay Res ources Inc. welcomes partners for
exploration projects and currently has one mineral property under option to Centerra Gold Inc., and
three Nechako projects under option to fellow junior explor ation company Rokmaster Resources
Corp.
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 Resources Inc.
Kootenay is an exploration company actively engaged in the exploration and discovery mineral projects in
British Columbia, Canada. The Company was formed as a spin-out of Kootenay Silver Inc in which
prospective Canadian assets were transferred to Kootenay Resources Inc. The transaction was completed in
October 2021. Kootenay Silver currently holds 5.4 million common shares of Kootenay.
On behalf of the board of directors of the Company:
James McDonald,
Director
For additional information, please contact:
James McDonald, Director at 403-880-6016
Raj Kang, Director at 604-601-5650
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
The information in this news release has been prepared as at June 22, 2026. Certain statements in this news
release, referred to herein as "forward-looking statem ents", 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.
Forward-looking statements are n ecessarily based upon a number of fa ctors and assumptions that, while
considered reasonable by Kootenay as of the date of su ch statements, are inherently subject to significant
business, economic and competitive uncertainties and con tingencies. Many fact ors, known and unknown,
could cause actual results to be materially different from those expressed or implied by such forward-looking
statements. Readers are cautioned not to place undu e reliance on these forward-looking statements, which
speak only as of the date made. Except as otherwi se 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. More particularly, this news relea se contains statements concerning the anticipated
Private Placement. Accordingly, there is a risk that the Private Placement will not be completely sold, or the
Private Placement will be completed within the anticipated time or at all.
2026 number 03