Kootenay Resources closes $247,450 private placement

Executive Summary

• Kootenay Resources Inc. has closed a previously announced non-brokered private placement, raising aggregate gross proceeds of $247,450.
• The offering consisted of 2.69 million non-flow-through units and 2,053,636 flow-through units, with net proceeds allocated to the development of the Moyie anti-cline project, other resource properties, and general working capital.
• The transaction involved significant participation by related parties, including CEO James McDonald, who subscribed for 910,000 flow-through units, resulting in an increased ownership stake.

Key Details

• Total Gross Proceeds: $247,450.
• Non-Flow-Through Units (NFT):
  • Quantity: 2.69 million units.
  • Price: $0.05 per unit.
  • Gross Proceeds: $134,500.
  • Composition: One non-flow-through common share and one common share purchase warrant per unit.
  • Warrant Terms: Exercisable to acquire one common share at $0.12 per warrant share for a period of five years.
• Flow-Through Units (FT):
  • Quantity: 2,053,636 units.
  • Price: $0.055 per unit.
  • Gross Proceeds: $112,950.
  • Composition: One flow-through common share (as defined under the Income Tax Act (Canada)) and one non-flow-through common share purchase warrant per unit.
  • Warrant Terms: Exercisable to acquire one common share at $0.15 per warrant share for a period of five years.
• Use of Proceeds: Development of the Moyie anti-cline project, other resource properties eligible for Canadian exploration expenses (flow-through mining expenditures), and general working capital requirements.
• Resale Restrictions: All securities are subject to a Canadian securities law resale restriction period expiring on February 6, 2025.
• Related Party Transactions:
  • The offering was approved unanimously by the board of directors.
  • Directors Christopher Curran and James McDonald abstained from voting regarding their respective participation.
  • The company relied on exemptions in sections 5.5(b) and 5.7(1)(a) of Multilateral Instrument 61-101, exempting it from formal valuation and minority shareholder approval requirements.
• CEO Participation:
  • James McDonald (CEO, President, and Director) subscribed for 910,000 FT units.
  • Pre-offering ownership: 3,743,921 common shares (10.62% of issued and outstanding shares).
  • Post-offering ownership: 4,653,921 common shares and 1,352,500 warrants, representing 13.3% of issued and outstanding common shares on a partially diluted basis.