KOOTENAY RESOURCES INC. CLOSES INITIAL TRANCHE OF PRIVATE PLACEMENT OF $655,050

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

VANCOUVER, BC, Sept. 8, 2022 /CNW/ - Kootenay Resources Inc. (the "Company" or "Kootenay") is pleased to announce the closing of the initial tranche of its previously announced non-brokered private placement (the "Private Placement"), raising aggregate gross proceeds of $655,050 from the issuance of 5,217,000 common shares. The Company intends to close the remaining tranche by late September 2022.

Under the Private Placement, the Company issued, 2,550,000 non-flow-through common shares at a price of $0.10 per share for gross proceeds of $255,000 and 2,667,000 flow-through common shares at a price of $0.15 per share, raising gross proceeds of $400,050. The Company paid finders fees to arms length finders of $22,800.  

Proceeds received from the Private Placement will be used for the development of the Company's Moyie Anticline Project, other resource properties (eligible for "Canadian exploration expenses, which are flow-through mining expenditures") and general working capital requirements including becoming a publicly listed company on a Canadian Stock Exchange before the end of 2022.

The securities issued under the Private Placement were offered by way of private placement in each of the provinces of Canada, other than Quebec, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.  The shares issued under the Private Placement have a hold period of four months and one day, which expires on January 8, 2023.

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 Private Placement, as set out below. The participation in the Private Placement by the related parties of the Company constitutes 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 or minority shareholder approval in connection with the participation of the insiders in the Private Placement in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The Private Placement was unanimously approved by the board of directors of the Company, with the interested directors having declared and abstained from voting on the resolutions with respect to their interests therein.

Mr. James McDonald, the President, Chief Executive Officer and a director of the Company and a related party to the Company within the meaning of MI 61-101, subscribed for 666,667 Units. Mr. McDonald now beneficially owns, or exercises control or direction over, 2,827,807 Common Shares or approximately 9.99% per cent of the issued and outstanding Common Shares of the Company.

Mr. Raj Kang, the Chief Financial Officer and a director of the Company and a related party to the Company within the meaning of MI 61-101, subscribed for 316,667 shares. Mr. Kang now beneficially owns, or exercises control or direction over 336,567 Common Shares or approximately 1.19% per cent of the issued and outstanding Common Shares of the Company.

About Kootenay Resources Inc.
KSR 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 ~3.2 million common shares of Kootenay Resources Inc.

On behalf of the board of directors of the Company:

James McDonald,
Director

No Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: 
The information in this news release has been prepared as at September 6, 2022. Certain statements in this news release, referred to herein as "forward-looking statements", 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 necessarily based upon a number of factors and assumptions that, while considered reasonable by Kootenay as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Many factors, 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 undue reliance on these forward-looking statements, which speak only as of the date made. Except as otherwise 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 release 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.

SOURCE Kootenay Resources Inc.