Kootenay Resources closes $247,450 private placement

Mr. James McDonald reports KOOTENAY RESOURCES ANNOUNCES CLOSING OF PRIVATE PLACEMENT Kootenay Resources Inc. has closed its previously announced non-brokered private placement offering for aggregate gross proceeds of $247,450. The offering consisted of: 2.69 million non-flow-through units at a price of five cents per NFT unit for aggregate gross proceeds of $134,500; each NFT unit is composed of one non-flow-through common share of the company and one common share purchase warrant; each warrant is exercisable to acquire one common share at a price of 12 cents per warrant share for a period of five years; and 2,053,636 flow-through units at a price of 5.5 cents per FT unit for aggregate gross proceeds of $112,950; each FT unit is composed of one flow-through common share (as defined under the Income Tax Act (Canada)) and one non-flow-through common share purchase warrant; each NFT warrant is exercisable to acquire one common share at a price of 15 cents per warrant share for a period of five years. The net proceeds received from the private placement will be used for the development of the company's Moyie anti-cline project, other resource properties (eligible for Canadian exploration expenses, which are flow-through mining expenditures) and general working capital requirements. All securities issued in connection with the offering are subject to a Canadian securities law resale restriction period expiring on Feb. 6, 2025. Certain related parties of the company participated in the offering, as set out below. The participation in the offering 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). The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the related parties in the offering in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The offering was unanimously approved by the board of directors of the company, with Christopher Curran and James McDonald declaring and abstaining from voting on the resolutions approving the offering to the extent of each of their respective participation in the offering. James McDonald, the chief executive officer, president and a director of the company, and a related party to the company within the meaning of MI 61-101, subscribed for 910,000 FT units. Immediately prior to the offering, Mr. McDonald owned 3,743,921 common shares, representing 10.62 per cent of the issued and outstanding common shares. Immediately after the offering, Mr. McDonald owns 4,653,921 and 1,352,500 warrants, representing 13.3 per cent of the issued and outstanding common shares (on a partially diluted basis). About Kootenay Resources Inc. Kootenay is an exploration company actively engaged in the exploration and discovery mineral projects in British Columbia, Canada. The company was formed as a spinout of Kootenay Silver Inc. in which prospective Canadian assets were transferred to Kootenay Resources. The transaction was completed in October of 2021. Kootenay Silver currently holds 5.4 million common shares of Kootenay. We seek Safe Harbor.