VANCOUVER, BC, Nov. 2, 2021 /CNW/ - Kootenay Silver Inc.
("Kootenay Silver") (TSXV: KTN) and Kootenay Resources Inc.
("Kootenay Resources") are pleased to announce that the
spin-out transaction whereby Kootenay Silver spun-out 80% of the
common shares of Kootenay Resources (each, a "Kootenay Resources
Share") to its shareholders by way of a share capital
reorganization effected through a statutory plan of arrangement
(the "Arrangement") was completed effective at 12:01 a.m. (Vancouver time) on October 29, 2021. Pursuant to the Arrangement,
the holders of common shares of Kootenay Silver (each, an "Old
Kootenay Silver Share") on October 28,
2021, received one new common share of Kootenay Silver
(each, a "New Kootenay Silver Share") and 0.04
Kootenay Resources Shares for each Old Kootenay Silver Share
previously held. The Old Kootenay Silver Shares were delisted from
the TSX Venture Exchange (the "TSXV") at the close of
business on October 28, 2021. The New
Kootenay Silver Shares commenced trading on the TSXV at the market
open on October 29, 2021. The CUSIP
numbers of the New Kootenay Silver Shares and the Kootenay
Resources Shares are 500583703 and 50058V107, respectively.
For further details of the Arrangement, please refer to Kootenay
Silver's management information circular dated August 12, 2021, which is filed on SEDAR under
Kootenay Silver's profile. Those shareholders who are physically
holding shares should complete their letter of transmittal.
Early Warning Disclosure
Kootenay Resources became a reporting issuer as a result of the
Arrangement, and accordingly, Kootenay Silver is providing the
following disclosure pursuant to National Instrument 62-103 –
The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues with respect to its ownership of more
than 10% of the issued and outstanding Kootenay Resources Shares.
Immediately prior to the Arrangement, Kootenay Silver owned a total
of 16,026,370 Kootenay Resources Shares, representing all of the
issued and outstanding Kootenay Resources Shares. Following the
disposition of 12,821,096 Kootenay Resources Shares pursuant to the
Arrangement, Kootenay Silver owns a total of 3,205,274 Kootenay
Resources Shares. Kootenay Silver's ownership of Kootenay Resources
Shares decreased from 100% to 20% of the issued and outstanding
Kootenay Resources Shares on an undiluted basis.
The Kootenay Resources Shares held by Kootenay Silver are for
investment purposes only. Kootenay Silver currently has no plans or
intentions that relate to, or would result in, any of the actions
requiring disclosure under applicable early warning reporting
provisions. In accordance with applicable securities laws and the
policies of the TSXV, Kootenay Silver may, from time-to-time,
acquire additional Kootenay Resources Shares in the open market or
otherwise, and reserves the right to dispose of any or all of such
securities from time-to-time, and to engage in similar transactions
with respect to such securities, the whole depending on market
conditions, the business and prospects of Kootenay Resources and
other relevant factors.
An early warning report (the "Early Warning Report") will
be filed with the British
Columbia, Alberta, Ontario
Securities Commissions and will be available for viewing on SEDAR
under the profile of Kootenay Resources. For further information,
or to obtain a copy of the Early Warning Report, please contact
Kootenay Silver using the contact information provided below. The
head office of Kootenay Silver and Kootenay Resources is Suite 1125
595 Howe Street, Vancouver, British
Columbia V6C 2T5.
About Kootenay Silver Inc.
Kootenay Silver 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 Silver continues
to provide its shareholders with significant leverage to silver
prices. Kootenay Silver 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,
On behalf of the board of directors of Kootenay
CEO and President
On behalf of the board of directors of Kootenay
CFO and Corporate Secretary
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Certain statements in this press release may be considered
forward-looking information. These statements can be identified by
the use of forward-looking terminology (e.g., "expect","
estimates", "intends", "anticipates", "believes", "plans" or
variations of such words and phrases or statements that certain
actions, events or results "will" occur). Forward-looking
information in this press release, include, but are not limited to,
statement regarding the intentions of Kootenay Silver to acquire
and dispose of securities of Kootenay Resources.
Such forward-looking information involves known and unknown
risks -- including the availability of funds; the results of
financing and exploration activities; unanticipated costs,
expenses, or liabilities associated with the Arrangement; the
interpretation of exploration results and other geological data; or
unanticipated costs and expenses and other risks identified by
Kootenay Silver or Kootenay Resources in its public securities
filings that may cause actual events to differ materially from
current expectations. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. Kootenay Silver and Kootenay
Resources do not undertake to update any forward-looking
statements, except as may be required by applicable securities
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SOURCE Kootenay Silver Inc.