Mr. James McDonald reports

KOOTENAY RESOURCES ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UP TO $500,000

Kootenay Resources Inc. intends to complete, on a best-efforts basis, a non-brokered private placement for aggregate gross proceeds of up to $500,000. The private placement will consist of a combination of non-flow-through (NFT) and flow-through (FT) common shares.

Under the private placement, the company will offer non-flow-through common share units of the company at a price of nine cents per unit and flow-through common share units of the company at a price of 11 cents per FT unit, raising aggregate combined gross proceeds of up to $500,000. 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.

Each unit shall comprise one common share of the company and one common share purchase warrant of the company. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 15 cents for a period of 18 months from the closing of the private placement.

Each FT unit shall comprise one common share of the company (as defined under the Income Tax Act (Canada) and one non-flow-through common share purchase warrant of the company. Each NFT warrant shall entitle the holder thereof to purchase one common share at an exercise price of 15 cents for a period of 18 months from the closing of the private placement.

The securities to be issued under the private placement will be offered by way of private placement in each of the provinces of Canada, other than Quebec, and such other jurisdictions as may be determined by the company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The private placement is anticipated to close on or before June 8, 2026, or as decided by the company and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals. The common shares to be issued under the private placement will have a hold period of four months and one day from closing.

In connection with the private placement, arm's-length finders may receive a cash fee in respect to their subscribers equal to 6.0 per cent of the gross proceeds.

Background

Kootenay Resources' stated mission is the discovery of a Tier 1 deposit and as such focuses on those areas with demonstrated geologic potential for such deposits. The company is exploring two regions, in the southeastern portion of British Columbia on its flagship Moyie Anticline property and in central B.C. with its generative program, including several promising gold-silver-copper properties in the Nechako plateau of central B.C. Kootenay Resources welcomes partners for exploration projects, and currently has one mineral property under option to Centerra Gold Inc. and three Nechako projects under option to fellow junior exploration company Rokmaster Resources Corp.

Qualified persons

The company's technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 (Standards of Disclosure for Mineral Projects), and reviewed and approved on behalf of Kootenay by Dale Brittliffe, PGeo, vice-president of exploration for Kootenay, a qualified person.

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

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