Kootenay Resources Announces Closing of Private Placement
KOOTENAY RESOURCES ANNOUNCES
CLOSING OF PRIVATE PLACEMENT
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
./
VANCOUVER, BC
,
April 26, 2024
/CNW/ - Kootenay Resources Inc. ("
Kootenay
" or the
"
Company
") announces that it has closed its previously announced non-brokered private placement
offering (the "
Offering
") for aggregate gross proceeds of
$473,094.95
. The Company continues to
work towards meeting the listing requirements of the TSX Venture Exchange (the "
Exchange
")
pursuant to the Exchange's conditional approval and will provide an update on the completion of the
listing process as soon as possible.
The Offering consisted of:
2,825,000 non-flow-through units (the "
NFT Units
") at a price of
$0.10
per NFT Unit for
aggregate gross proceeds of
$282,500
. Each NFT Unit is comprised of one non-flow-through
common share (a "
Common Share
") of the Company and one-half of one Common Share
purchase warrant (a "
Warrant
"); and
1,270,633 flow-through units (the "
FT Units
") at a price of
$0.15
per FT Unit for aggregate
gross proceeds of
$190,594.95
. Each FT Unit is comprised of one "flow-through" common
share (as defined under the
Income Tax Act
(
Canada
)) and one-half of one Warrant.
Each whole Warrant is exercisable to acquire one Common Share (a "
Warrant Share
") at a price of
$0.15
per Warrant Share for a period of 24 months and will expire on
April 26, 2026
.
The net proceeds from the Offering will be used for the development of the Company's Moyie
Anticline Project, early-stage Nechako portfolio of gold-silver exploration projects and other resource
properties (eligible for "Canadian exploration expenses, which are flow-through mining expenditures)
and general working capital requirements. Please visit
www.kootenayresources.com
to learn more
about these projects.
All securities issued in connection with the Offering are subject to a Canadian securities law resale
restriction period expiring on
August 27, 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.
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 and minority shareholder approval in connection with the participation of the related
parties 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
Kenneth Berry
,
Rajwant Kang
and
James McDonald
declaring and abstaining from
voting on the resolutions approving the Offering to the extent of each of their respective participation
in the Offering.
Kenneth Berry
, a director of the Company and a related party to the Company within the meaning of
MI 61-101, subscribed for 66,667 FT Units. There has not been a material change in the percentage
of the outstanding securities of the Company that are owned by Mr. Berry as a result of 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 750,000 NFT Units and 135,000 FT Units.
Immediately prior to the Offering, Mr. McDonald owned 2,258.921 Common Shares, representing
6.61% of the issued and outstanding Common Shares. Immediately after the Offering, Mr.
McDonald owns 3,143,921 and 442,500 Warrants, representing 9.27% of the issued and
outstanding Common Shares (on a partially diluted basis).
Rajwant Kang
, the CFO, Corporate Secretary and a director of the Company and a related party to
the Company within the meaning of MI 61-101, subscribed for 50,000 NFT Units. There has not
been a material change in the percentage of the outstanding securities of the Company that are
owned by Mr. Kang as a result of his participation in the Offering.
In connection with the Offering, the Company paid cash aggregate cash finder's fees of
$5,865
to
certain arm's length finders.
About Kootenay Resources Inc.
Kootenay Resources Inc. 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. (TSXV: KTN) in which prospective Canadian assets were transferred to
Kootenay Resources Inc. The transaction was completed in
October 2021
, Kootenay Silver Inc.
currently holds ~5.4 million common shares of Kootenay Resources Inc.
The Moyie Anticline region of the Purcell basin has long been considered prospective for the
discovery of base metal deposits similar in style to the world-famous Sullivan deposit,
Kimberley,
BC
. In the fall of 2021, Kootenay commissioned a survey comprising, 86 MT stations dispersed
across the Moyie Anticline Project area. In 2023 Kootenay followed up with an additional 47 MT
stations across the project. Subsequent 3D inversions on the combined data set will assist in
directing follow up geophysical and surface campaigns in advance of a highly selective drill program
targeting the highest priority anomalies.
In addition to the Moyie Anticline Project, Kootenay Resources is advancing several early-stage
gold-silver targets in the Nechako region of central
British Columbia
. Currently two properties from
Kootenay's six-project portfolio are under option and being explored by Thompson River Metals
Company, a fully owned subsidiary of Centerra Gold Inc.
On behalf of the board of directors and for additional information, please contact:
James McDonald
, CEO and President
at 403-880-6016
or visit:
www.kootenayresources.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. 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 Resources Inc.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/April2024/26/c7963.html
%SEDAR: 00053533E
For further information:
James McDonald, CEO and President at 403-880-6016 or visit:
www.kootenayresources.com
CO: Kootenay Resources Inc.
CNW 19:25e 26-APR-24