Mr. James McDonald of Kootenay Resources reports

KOOTENAY RESOURCES ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Kootenay Silver Inc.'s spinout company, Kootenay Resources Inc., has closed its previously announced non-brokered private placement offering for aggregate gross proceeds of $473,094.95. The company continues to work toward meeting the listing requirements of the TSX Venture Exchange pursuant to the exchange's conditional approval and will provide an update on the completion of the listing process as soon as possible.

The offering consisted of:

• 2,825,000 non-flow-through units at a price of 10 cents per NFT unit for aggregate gross proceeds of $282,500; each NFT unit is composed of one non-flow-through common share of the company and one-half of one common share purchase warrant;
• 1,270,633 flow-through units at a price of 15 cents per FT unit for aggregate gross proceeds of $190,594.95; each FT unit is composed of one flow-through common share (as defined under the Income Tax Act (Canada)) and one-half of one warrant.

Each whole warrant is exercisable to acquire one common share at a price of 15 cents per warrant share for a period of 24 months and will expire on April 26, 2026.

The net proceeds from the offering will be used for the development of the company's Moyie anticline project, the early-stage Nechako portfolio of gold-silver exploration projects and 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 Aug. 27, 2024.

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 Kenneth Berry, Rajwant Kang 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.

Kenneth Berry, a director of the company and a related party to the company within the meaning of MI 61-101, subscribed for 66,667 FT units. There has not been a material change in the percentage of the outstanding securities of the company that are owned by Mr. Berry as a result of his 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 750,000 NFT units and 135,000 FT units. Immediately prior to the offering, Mr. McDonald owned 2,258,921 common shares, representing 6.61 per cent of the issued and outstanding common shares. Immediately after the offering, Mr. McDonald owns 3,143,921 and 442,500 warrants, representing 9.27 per cent of the issued and outstanding common shares (on a partially diluted basis).

Rajwant Kang, the chief financial officer, corporate secretary and a director of the company, and a related party to the company within the meaning of MI 61-101, subscribed for 50,000 NFT units. There has not been a material change in the percentage of the outstanding securities of the company that are owned by Mr. Kang as a result of his participation in the offering.

In connection with the offering, the company paid cash aggregate cash finders' fees of $5,865 to certain arm's-length finders.

About Kootenay Resources Inc.

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

The Moyie anticline region of the Purcell basin has long been considered prospective for the discovery of base metal deposits similar in style to the world-famous Sullivan deposit, Kimberley, B.C. In the fall of 2021, Kootenay commissioned a survey comprising 86 MT stations dispersed across the Moyie anticline project area. In 2023, Kootenay followed up with an additional 47 MT stations across the project. Subsequent 3-D inversions on the combined data set will assist in directing follow-up geophysical and surface campaigns in advance of a highly selective drill program targeting the highest-priority anomalies.

In addition to the Moyie anticline project, Kootenay Resources is advancing several early-stage gold-silver targets in the Nechako region of central British Columbia. Currently, two properties from Kootenay's six-project portfolio are under option and being explored by Thompson River Metals Company, a fully owned subsidiary of Centerra Gold Inc.

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