/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, Feb. 6, 2019 /CNW/ - Kootenay Silver Inc. (TSXV:
KTN) (the "Company" or "Kootenay") announces a non-brokered private placement of up to $2,500,000 (the "Private Placement") consisting of approximately 17,858,000 Units (the "Units") at a price of
$0.14 per Unit (the "Placement Price").
Each Unit shall consist of one common share ("Common Share") and one transferable common share purchase warrant ("Warrant").
Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.20 for a
period of 60 months immediately following the closing date of the Private Placement. A finder's fee of up to 6% shall be paid at
the election of the Company in cash or Common Shares, of the portion of the proceeds raised in the Private Placement through the
efforts of arm's length finders.
Net proceeds of the Private Placement will be used to fund the exploration of the Company's Columba Silver Project in
Chihuahua State, Mexico, other projects and for general working capital purposes.
All securities to be issued pursuant to the Private Placement will be subject to a four month hold period from the closing
date under applicable securities laws in Canada and among other things, receipt by Kootenay of
all necessary regulatory approvals, including the TSX Venture Exchange.
The securities being offered under the Private Placement have not been, nor will they be registered under the United States
Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an
applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in
the United States.
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 and in British Columbia, Canada.
Supported by one of the largest 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 two of its priority silver projects located in
prolific mining districts in Sonora, State and Chihuahua, State, Mexico, respectively.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX
Venture Exchange) 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 February 5, 2019. 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 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.
Cautionary Note to US Investors: This news release may contain information about adjacent properties
on which we have no right to explore or mine. We advise U.S. investors that the SEC's mining guidelines strictly prohibit
information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent
properties are not indicative of mineral deposits on our properties. This news release may contain forward-looking statements
including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations,
receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and
conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently
anticipated in such statements. This press release uses the terms "Measured", "Indicated", and "Inferred" resources.
United States investors are advised that while such terms are recognized and required by
Canadian regulations, the United States Securities and Exchange Commission does not recognize them. "Inferred Mineral Resources"
have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed
that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates
of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United
States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be
converted into Mineral Reserves. United States investors are also cautioned not to assume that
all or any part of a Mineral Resource is economically or legally mineable.
SOURCE Kootenay Silver Inc.
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