VANCOUVER, BC / ACCESS Newswire / June 13, 2025 / Kootenay Resources Inc. (TSXV:KTRI) (the "Company" or "Kootenay") is pleased to introduce its 100%-owned Sleeper-Magnificent-Knapp (SMK) Project, a large-scale, early-stage exploration property with significant discovery potential for gold, silver, and associated critical metals in central British Columbia. The project, located roughly 25 kilometers southwest of Fraser Lake, BC covers 3,6234 hectares of prospective ground and forms part of the Company's objective for the discovery of Tier One mineral deposits. The property is situated within the same mineral belt as other key projects in Kootenay's portfolio of high quality early-stage exploration properties.
Strategically positioned with road access, nearby power infrastructure, and proximity to resource-friendly communities, the SMK Property represents a compelling epithermal and porphyry exploration opportunity in one of Canada's most prospective yet underexplored mineral regions.
Kootenay continues to expand and define vein outcrops in two main mineralized trends at surface at SMK and is pursuing a dual target model. The vein systems, in conjunction with alteration zones mapped at surface are interpreted as upper-level extents of an intermediate-sulfidation epithermal gold-silver system with porphyry copper-gold potential at depth (click here to see an aerial map).
The project boasts high grade surface results today including assays ranging from below detection up to 25.99 g/t gold (Sample MK10-389, BC Assessment Report #32330) and 455 g/t silver (Sample SK21-134, BC Assessment Report #40117). Sampling to date defines two strong multi-kilometer trends for follow up.
Two major vein trends are identified by previous work, including:
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Magnificent Vein Trend, 5 km x 2.2 km polymetallic corridor with extensive quartz veining, alteration, and trench/drill-ready targets.
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Sleeper Vein Trend, a northeast-trending structure with strong gold-silver-lead anomalies, coincident with geophysical trends.
The project is road accessible and only 25 kilometers from the Company's exploration office at Fraser Lake.
"We're excited to formally introduce the SMK Project," said Dale Brittliffe, P.Geo, VP Exploration. "With significant surface results, large-scale untested structures, and proximity to infrastructure, SMK is preparing permit applications for trenching and first-pass drilling to unlock its discovery potential."
Kootenay Resources considers trenching and first-pass drilling essential to evaluate high-priority targets and assess potential porphyry feeder zones beneath the established epithermal system.
Additionally, the Company is pleased to announce that it intends to complete on a best efforts basis, a non-brokered private placement (the "Private Placement") for aggregate gross proceeds of up to $200,000. The Private Placement will consist of a combination of non-flow-through and flow-through common shares.
Under the Private Placement, the Company will offer, non-flow-through common shares of units of the Company (each, a "Unit") at a price of $0.06 per Unit and flow-through common shares of units of the Company (each, a "FT Unit") at a price of $0.075 per FT Unit , raising aggregate combined gross proceeds of up to $200,000. 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 be comprised of one common share of the Company (a "Common Share") and one-Common Share purchase warrant of the Company ("Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.12 for a period of 5 years from the closing of the Private Placement.
Each FT Unit shall be comprised of one common share of the Company (a "FT Common Share") share (as defined under the Income Tax Act (Canada) and of one Non flow-through Common Share purchase warrant of the Company, (a "NFT Warrant"). Each NFT Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.15 for a period of 5 years from the closing of the Private Placement.
Proceeds received from this Private Placement will be used for the development of the Company's exploration projects (eligible for "Canadian exploration expenses, which are flow-through mining expenditures) and general working capital requirements.
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 July 25, 2025, or as decided by the Company ("Closing") 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, arms-length finders may receive a cash fee in respect to their subscribers equal to 6.0% of the gross proceeds.
Furthermore, the Company announces subject to TSX Venture Exchange approval the closing of its previously announced private placement (see news release dated October 17, 2024) for aggregate gross proceeds of $57,626. An aggregate total of 624,281 common shares will be issued and consist of:
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432,195 flow-through units (the "FT Units") at a price of $0.10 per FT Unit for aggregate gross proceeds of $43,219.50. Each FT Unit is comprised of one "flow-through" common share and one-half of one "flow-through" warrant ("FT Warrant") (as defined under the Income Tax Act (Canada)). Each FT Warrant is exercisable at a price of $0.15 for a period of 18 months; and
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192,086 non-flow-through units (the "NFT Units") at a price of $0.075 per NFT Unit for aggregate gross proceeds of $14,406.50. Each NFT Unit is comprised of one non-flow-through common share (a "Common Share") of the Company and one-half of one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable at a price of $0.10 for a period of 18 months
Proceeds received 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.
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.
Background
Kootenay Resources Inc's stated mission is the discovery of a Tier One 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 BC on its flagship Moyie Anticline property and in Central BC with its generative program including several promising gold-silver-copper properties in the Nechako plateau of central British Columbia. Kootenay Resources Inc. 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, P.Geo, V.P. Exploration for Kootenay, a Qualified Person.
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 June 12, 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.
