Kutcho Copper Announces Closing of Flow-Through Financing

Executive Summary

• Kutcho Copper Corp. closed a non‑brokered flow‑through private placement raising $1,000,039 in gross proceeds.
• The offering consisted of 5,882,585 units at $0.17 per unit, each unit containing one flow‑through share and half of a common share purchase warrant (exercisable at $0.25 for 24 months).
• Proceeds will be used to fund exploration on the Kutcho copper‑zinc property in British Columbia, qualifying as Canadian Exploration Expense and Flow‑Through Critical Mineral Mining Expenditure.

Key Details

• Units Issued: 5,882,585 FT Units (each = 1 FT Share + ½ Warrant).
• Price per Unit: $0.17 → total gross proceeds of $1,000,039.
• Warrant Terms: Exercise price $0.25 per common share; exercisable for 24 months from closing.
• FT Share Qualification: Each FT Share qualifies as a “flow‑through share” under the Canadian Income Tax Act.
• Use of Proceeds: Exploration on the Kutcho copper‑zinc property, to be incurred by Dec 31 2026 and renounced by Dec 31 2025.
• Related‑Party Participation: Certain directors/officers participated; transaction exempt from MI 61‑101 valuation and minority approval requirements.
• TSX Venture Exchange Approval: Placement subject to final TSXV approval.
• Commissions Paid: $43,404 in aggregate cash commissions.
• Finder Warrants: 255,319 non‑transferable finder warrants issued (exercise price $0.25, 24‑month term).
• Hold Period: All securities have a hold period of four months and one day from issuance.
• U.S. Securities Disclaimer: Units not registered under the U.S. Securities Act; cannot be offered/sold in the United States absent exemption.
• Stock Option Grant: 4,275,000 stock options granted to directors, officers, consultants – exercisable at $0.20 per share for a five‑year term.

Notable Quotes

“The successful closing of this private placement provides us with the capital needed to advance our exploration program on the Kutcho project and underscores investor confidence in our strategic vision.” – Vince Sorace, President & CEO