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Kootenay Silver Inc. (KTN.V)  and Northair Silver Corp. (INM.V) have executed 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 (the “Warrants”). 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.”