/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Oct. 24,
2022 /CNW/ - Kootenay Silver Inc. ("Kootenay"
or the "Company") (TSXV: KTN) announces that it has amended
certain terms of its best-efforts private placement offering, that
was previously announced on October 18,
2022 (the "Offering"). Pursuant to the amended terms,
the Offering of units of the Company (the "Units") will be
conducted at a price of $0.09 per
Unit (the "Offering Price") for gross proceeds of up to
$4,000,000.
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 $0.135 per Warrant Share for a period of 36
months from the closing of the Offering.
The Offering is being led by Research Capital Corporation, as
the lead agent and sole bookrunner, on behalf of a syndicate of
agents, including Red Cloud Securities Inc. (collectively, the
"Agents").
The Agents will have an option (the "Agents' Option") to
offer for sale up to an additional 15% of the number of Units sold
in the Offering at the Offering Price, which Agents' Option is
exercisable, in whole or in part, at any time up to 48 hours prior
to the closing of the Offering.
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
November 7, 2022, 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. 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). 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.
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.
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.
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, including the expectation that the Offering will close in
the timeframe and on the terms as anticipated by management.
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, that the Company will
complete Offering in the timeframe and on the terms as anticipated
by management. 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 the failure to complete the Offering in the timeframe
and on the terms as anticipated by management, market conditions
and timeliness 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.
SOURCE Kootenay Silver Inc.