Kootenay Zinc says Awareness sent promotional material

KOOTENAY ZINC Corp. has provided the following statements regarding recent market activity in its common stock traded on the OTCQB marketplace.

On Feb. 6, 2018, the company was notified by the OTC Markets about certain promotional activities in relation to the company’s common shares, including certain promotional newsletter e-mails. The company had engaged Awareness Consulting Network LLC on Jan. 22, 2018, to provide advertising services. Until being informed by OTC Markets of the promotional material, the company was unaware of the promotional activity and is unaware of the full nature of the promotional activity and the extent of the dissemination.

Following the company’s Jan. 31 and Feb. 2, 2018, news releases, the trading volumes on the OTCQB increased, and the company attributes the majority of any increased trading volumes on the OTCQB to the contents of its Jan. 31, 2018, and Feb. 2, 2018, news releases and the company’s change in management and ability to finance the company. The company’s primary market is the Canadian Securities Exchange, and its trading volume on the OTCQB was previously lower volume.

After inquiry, the company confirms that its officers, directors or its controlling shareholders (that is, shareholders owning 10 per cent or more of the company’s securities) have not, directly or indirectly, authorized or been involved in any way with the creation or distribution of promotional materials.

After inquiry, the company believes the promotional material to have been distributed by Awareness Consulting Network, without the consent or knowledge of the company. The company engaged Awareness Consulting Network to provide certain advertising and communication services for the company, but such services expressly exclude any promotional activity, including the development and dissemination of promotional newsletters. The company had no involvement with, or input or control in regard to, the entities it engaged for those pieces and has not engaged any investor relations providers since Jan. 1, 2017.

Neither of the company’s executive officers or directors, nor, to the knowledge of the company, any controlling shareholders, sold or purchased shares of common stock of the company within the past 90 days with the exception of a certain director who sold an aggregate of 500,000 shares and purchased 900,000 shares in the context of the market and made all required securities filings in connection with such trades. Such transactions are available on SEDAR.

Further, the company has not issued any shares or convertible instruments allowing conversion to equity securities at prices constituting an impermissible discount to the market price of the company’s shares at the time of the issuance. Pursuant to private placements through the facilities of the Canadian Securities Exchange, the company has issued the following shares and warrants. The shares were issued at a discount to market pursuant to private placement pricing policies of the Canadian Securities Exchange. The warrant exercise prices were issued at market price at the time of grant and, as such, were not discounted. Details regarding the issuances of securities by the company within the last 12 months are set out herein and available on SEDAR.

• Oct. 12, 2017: 10 million shares at five cents and 10 million warrants exercisable at 10 cents for one year (preconsolidation one for 10);

• Feb. 2, 2018: 4.5 million shares at 27 cents and 4.5 million warrants exercisable at 36 cents for one year.

The statements regarding the company that were made in the promotional materials were not materially false and/or misleading.

The company is committed to compliance with the OTC Markets Group policy on stock promotion and the OTCQB standards and Canadian securities laws. The company encourages those interested in the company to rely solely on information included in press releases issued and distributed by the company through approved news services, combined with its filings and disclosures made with the Canadian securities regulators, as well as information provided through the OTC Markets, and available on SEDAR and the OTC Markets website, respectively.

About Kootenay Zinc Corp.

Kootenay Zinc is a mineral exploration and development company based in Vancouver, B.C., that is currently targeting the Sully property. The company is focused on discovering large-scale sedimentary-exhalative (Sedex) deposits.

The Sully property comprises 1,375 hectares, located approximately 30 kilometres east of Kimberley, B.C., and overlies rocks of similar age and origin as those which host the world-class Sullivan deposit, owned by Teck Resources Ltd. Sullivan was discovered in 1892, and is known to be one of the largest Sedex deposits in the world.

We seek Safe Harbor.

Anthony K Jackson, David Matthew Schmidt, Von Rowell Torres

(ZNK) Shares: 4,864,329