Kootenay Silver Inc. (TSX-V:KTN) and Northair Silver Corp. (TSX-V:INM) are pleased to announce the execution of a Binding Letter Agreement pursuant to which Kootenay will acquire all of the issued and outstanding common shares of Northair.  The combination of Kootenay and Northair will create a leading Mexican silver exploration and development company and consolidator with a portfolio of assets headlined by Kootenay’s Promontorio and La Negra projects and Northair’s La Cigarra project, all of which are based in Mexico. In addition, the combined company will have exposure to a continuum of grass-roots pipeline exploration projects, royalty interests and joint ventures, plus a strong balance sheet providing the combined company with a stable platform for future consolidation in the sector.

Under the terms of the Binding Letter Agreement, Northair shareholders will receive, for each common share of Northair held, 0.35 common shares of Kootenay, plus 0.15 of a warrant to purchase Kootenay common shares at an exercise price of $0.55 for a period of five years from closing. Kootenay will apply to list the Warrants on the TSX Venture Exchange. Including the Warrants⁽¹⁾, the total consideration represents an implied value of $0.076 per Northair common share and a premium of 58% to Northair’s shareholders based on both companies’ trailing 20-day volume-weighted average price, respectively, as of the close on January 12, 2016, and an implied value of $0.071 per Northair common share and a premium of 45% to Northair’s shareholders based on both companies’ closing share prices, respectively, as of the same date. Upon completion of the Transaction, Northair will become a wholly-owned subsidiary of Kootenay, and former shareholders of Northair will hold approximately 40% of the shares of Kootenay on an outstanding shares basis.

Kootenay President and CEO James McDonald commented:

“The strategic acquisition of Northair and its La Cigarra silver project is a milestone development for both companies that immediately positions Kootenay as a leading consolidator of emerging silver and precious metals assets in Mexico. The transaction provides Northair shareholders with an attractive premium on its capital stock, while Kootenay will enjoy the benefits of a substantially increased silver asset base and corporate balance sheet, setting the stage for the future development of its assets, additional potential revenue streams, and further consolidation in the sector.”

Andrea Zaradic, President, CEO & Director of Northair, stated:

“La Negra and La Cigarra represent two of the highest profile new silver discoveries amongst non-majors in Mexico. The continued exploration successes at our flagship projects put the combined company in a strong position, distinguishing us from our peers. We are confident that our shareholders will benefit from the value creation opportunities that will be realized through an expanded and more diversified silver consolidation company.”

Transaction Highlights

• Consolidation of High Profile Silver Resources in Mexico: A unique portfolio of high-quality resource-development staged assets in Mexico headlined by Kootenay’s Promontorio and La Negra projects and Northair’s La Cigarra project. Promontorio has a NI 43-101 pit-constrained resource consisting of 92.0M oz AgEq Measured and Indicated (44.5M tonnes at a grade of 64.3 g/t AgEq) plus an additional 24.3M oz AgEq categorized as Inferred (14.6M tonnes at a grade of 52.0 g/t AgEq) (see Table 1). La Cigarra has a pit-constrained NI 43-101 resource consisting of 51.5M oz Ag Measured and Indicated (18.5M tonnes at 86.3 g/t Ag) plus an additional 11.5M oz Ag (4.5M tonnes at 80.0 g/t Ag) categorized as Inferred resources (see Table 2).*
• Continued Exploration Potential and Resource Upside: Promontorio/La Negra and La Cigarra have all demonstrated continued exploration success since release of their NI 43-101 resource statements. The combined company will continue its focus on resource growth into 2016, with an exploration drilling program planned at La Negra in H1/2016, leading to a maiden NI 43-101 resource estimate, plus plans to drill test high profile targets identified during the 2015 air mag survey at La Cigarra (including the RAM Zone) and to further evaluate regional prospectivity within the 100% owned Promontorio Mineral Belt.
• Prospect Generator Portfolio: In addition to resource development-stage assets, the combined company will maintain an active portfolio of generative properties within Mexico and Canada. Kootenay currently has four joint ventures partners in place and will continue to pursue further monetization opportunities which will provide the combined company with additional, non-dilutive asset exposure and diversification.
• Platform for Further Consolidation: Northair and Kootenay both believe that investors in today’s market are increasingly attracted by larger, more liquid exploration and development companies. The combined company, with rationalized G&A and a stronger balance sheet, will be positioned for growth and mandated to pursue further consolidations within the depressed junior silver sector.

Table 1: Resource Statement for the Promontorio Deposit, Sonora State,
Mexico:  SRK Consulting (U.S.) Inc., Effective Date March 31, 2013*

Notes:  * Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.  There is no certainty that all or any part of the Mineral Resources estimated will be converted into Mineral Reserves.

Table 2: Resource Statement for the La Cigarra silver project located in Chihuahua State,
Mexico:  GeoVector Management Inc., Effective Date January 14, 2015*

Note:* Mineral resources are reported in relation to a conceptual pit shell at a 35 g/t silver cut-off grade and a $22/oz silver price. All figures are rounded to reflect the relative accuracy of the estimate and numbers may not add up due to rounding.  Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources estimated will be converted into Mineral Reserves.

The Promontorio and La Cigarra NI 43-101 reports, including the assumptions therein, are filed on SEDAR at www.sedar.com, and available at http://www.northairsilver.com and http://www.kootenaysilver.com.

Management Team and Board of Directors

The senior executive team and the Board of Directors of the combined company will draw from the extensive experience and expertise of both companies.  Mr. Ken Berry will remain Chairman and Mr. James McDonald will remain as President & Chief Executive Officer of the combined company. Upon closing of the Transaction, Ms. Andrea Zaradic and Mr. Tony Reda of Northair will be appointed to the Kootenay board of directors.

Transaction Details

Pursuant to the Binding Letter Agreement, the proposed Transaction will be effected by way of a court approved Plan of Arrangement completed under the British Columbia Business Corporations Act. Upon closing, each Northair common shareholder will receive 0.35 common shares of Kootenay plus 0.15 of a Kootenay Warrant. The proposed Transaction will require shareholder approval from two-thirds of the votes cast by the holders of Northair common shares at a shareholder meeting to be held to consider the proposed Transaction.

The parties expect to execute a definitive agreement on or before February 3, 2016.  Upon completion of the Transaction, the former shareholders of Northair will own approximately 40% of the Kootenay shares on an outstanding shares basis.

Northair’s outstanding options and warrants will be adjusted in accordance with their terms such that the number of Kootenay shares received upon exercise and the exercise price will reflect the consideration described above.

Northair’s Board of Directors have determined that the proposed Transaction is in the best interest of shareholders, having taken into account advice from its financial advisor and the recommendation of the special committee of the Board of Directors, and have approved the Transaction.  Northair’s Board of Directors recommend that their shareholders vote in favour of the Transaction.

The proposed Transaction is expected to be completed in April 2016 or such other date as the parties may agree.  

In addition to shareholder approval, the proposed Transaction will be subject to applicable regulatory and court approvals and the satisfaction of other customary conditions. The Definitive Agreement will include customary provisions, including fiduciary-out provisions, covenants not to solicit other acquisition proposals and the right to match any superior proposal. In addition, Northair may be required to pay a termination fee of $500,000 if the transaction is termination is termination as a result of Northair accepting a superior proposal or completing an alternative proposal within 12months of termination of the Transaction.

Upon completion of the Transaction, Northair’s shares will be de-listed from the TSX Venture Exchange and it is expected that Kootenay will apply to cause Northair to cease being a reporting issuer under applicable Canadian securities laws.

Upon execution of the Definitive Agreement, the full details of the proposed Transaction will be included in the management information circular to be filed with regulatory authorities and mailed to Northair shareholders in accordance with applicable securities laws.

Advisors & Counsel

Axium Law Corporation is acting as legal counsel to Kootenay. 

Haywood Securities Inc. is acting as financial advisor to Northair and its Board of Directors. Morton Law LLP is acting as legal counsel to Northair. Haywood Securities Inc. has provided a fairness opinion to Northair’s Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Northair.

About Kootenay

Kootenay Silver Inc. is an exploration company actively engaged in the discovery and development of mineral projects in the Sierra Madre Region of Mexico and in British Columbia, Canada. The Company’s top priority is the advancement of precious metals projects contained within its Promontorio Mineral Belt in Sonora, Mexico. This includes its La Negra high-grade silver discovery and its Promontorio Silver Resource. Kootenay’s core objective is to develop near term discoveries and long-term sustainable growth. Management comprises proven professionals with extensive international experience in all aspects of mineral exploration, operations and venture capital markets. Multiple, ongoing J/V partnerships in Mexico and Canada maximize potential for additional new discoveries while maintaining minimal share dilution.

About Northair

Northair is focused on advancing its flagship La Cigarra silver project located in the state of Chihuahua, Mexico, 26 kilometres from the historic silver mining city of Parral. The property boasts nearby power, good road access, gentle topography, established infrastructure and currently hosts a NI 43-101 Resource estimate of 51.47 million ounces of silver in the Measured & Indicated categories grading 86.3 g/t silver and 11.46 million ounces of silver in the Inferred category grading 80 g/t silver. The mineralized system at La Cigarra has been traced over 6.5 kilometres and is defined at surface as a silver soil anomaly and by numerous historic mine workings. The La Cigarra silver deposit is open along strike and at depth and is approximately 25km north, and along strike of Grupo Mexico’s Santa Barbara mine and Minera Frisco’s San Francisco del Oro mine.