Star Metro - Kootenay Resources Announces Closing Of Private Placement

VANCOUVER, BC / ACCESS Newswire / October 6, 2025 / Kootenay Resources Inc. ("Kootenay" or the "Company") announces that it has closed its previously announced non-brokered private placement offering (the "Offering") for aggregate gross proceeds of $247,450.

The Offering consisted of:

• 2,690,000 non-flow-through units (the "NFT Units") at a price of $0.05 per NFT Unit for aggregate gross proceeds of $134,500. Each NFT Unit is comprised of one non-flow-through common share (a "Common Share") of the Company and one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one Common Share at a price of $0.12 per Warrant Share for a period of five years; and

• 2,053,636 flow-through units (the "FT Units") at a price of $0.055 per FT Unit for aggregate gross proceeds of $112,950. Each FT Unit is comprised of one "flow-through" common share (as defined under the Income Tax Act (Canada)) and one non-flow-through Common Share purchase warrant (a "NFT Warrant"). Each NFT Warrant is exercisable to acquire one Common Share at a price of $0.15 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 Anticline 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 February 6, 2025. 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 Offering, as set out below. The participation in the Offering by the related parties of the Company constitute 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 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 CEO, 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% 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% of the issued and outstanding Common Shares (on a partially diluted basis).

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.

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 spin-out of Kootenay Silver Inc in which prospective Canadian assets were transferred to Kootenay Resources Inc. The transaction was completed in October of 2021, Kootenay Silver currently holds 5.4 million common shares of Kootenay.

On behalf of the board of directors of the Company:

James McDonald,
Director

For additional information, please contact:

James McDonald, Director at 403-880-6016
Raj Kang, Director at 604-601-5650

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

The information in this news release has been prepared as at October 6, 2025. 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.

View the original press release on ACCESS Newswire

Ch.Levesque--SMC