Kootenay Silver Announces $4 Million Private Placement Financing of Units

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VANCOUVER, British Columbia, May 01, 2023 (GLOBE NEWSWIRE) -- Kootenay Silver Inc. (“Kootenay” or the “Company”) (TSXV: KTN), is pleased to announce that it has entered into an agreement with Research Capital Corporation, as co-lead agent and sole bookrunner, and together with Red Cloud Securities Inc. as co-lead agents, on behalf of a syndicate of agents, including Canaccord Genuity Corp. (collectively, the “Agents”), in connection with a best efforts, private placement of units of the Company (the “Units”) at a price of $0.10 per Unit (the “Offering Price”) for gross proceeds of up to $4,000,000 (the “Offering”).

Each Unit will be comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant shall be exercisable to acquire one Common Share (a “Warrant Share”) at a price of $0.14 per Warrant Share for a period of 36 months from the closing of the Offering.

The Company will grant the Agents an option (the “Agents’ Option”) to increase the size of the Offering by up to 15% in Units by giving written notice of the exercise of the Agents’ Option, or a part thereof, to the Company at any time prior to Closing.

The Company intends to use the net proceeds from the Offering for working capital requirements and other general corporate purposes.

The securities to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada, and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The Offering is scheduled to close on or about the week of May 23, 2023, or such date as agreed upon between the Company and the Agents (the “Closing”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange. The Units to be issued under the Offering will have a hold period of four months and one day from Closing.

In connection with the Offering, the Agents will receive an aggregate cash fee equal to 6.0% of the gross proceeds from the Offering, including in respect of any exercise of the Agents’ Option (subject to a reduced fee of 3.0% for sales to ‘president’s list’ investors). In addition, the Company will grant the Agents, on date of Closing, non-transferable compensation warrants (the “Compensation Warrants”) equal to 6.0% of the total number of Units sold under the Offering, including in respect of any exercise of the Agents’ Option (subject to a reduced fee of 3.0% for sales to ‘president’s list’ investors). Each Compensation Warrant will entitle the holder thereof to purchase one Unit (a “Compensation Warrant Unit”) at an exercise price per Compensation Warrant Unit equal to the Offering Price for a period of 36 months following the Closing.