Kutcho Copper Announces $3,000,000 Flow-Through Financing

Executive Summary

• Kutcho Copper Corp. announced a non‑brokered private placement of up to 6,976,744 flow‑through units (FT Units) at $0.43 per unit, targeting gross proceeds of $3 million.
• Each FT Unit consists of one flow‑through share and half of a common share purchase warrant exercisable at $0.55 for 24 months; warrants are not flow‑through shares.
• Proceeds will be used to fund exploration on the Kutcho copper‑zinc property in British Columbia, with eligible expenses incurred by 31 Dec 2027 and renounced by 31 Dec 2026.

Key Details

• Offering Size: Up to 6,976,744 FT Units (≈ $3,000,000 gross proceeds).
• Price per Unit: $0.43.
• Unit Composition:
• 1 flow‑through share (FT Share) – qualifies as a “flow‑through share” under the Canadian Income Tax Act.
• ½ transferable common share purchase warrant (Warrant) – exercisable at $0.55 per share, 24‑month term, not a flow‑through share.
• Use of Proceeds: Exploration expenditures on the Kutcho copper‑zinc property that qualify as Canadian exploration expense and flow‑through critical mineral mining expenditure; expenses to be incurred by 31 Dec 2027 and renounced no later than 31 Dec 2026.
• Closing Conditions: Subject to TSX Venture Exchange approval; securities carry a hold period of four months and one day from issuance.
• Related‑Party Participation: Certain directors and officers may participate; the transaction is exempt from valuation and minority shareholder approval requirements under MI 61‑101.
• Finder’s Fees: May be paid in accordance with TSX Venture Exchange policy and applicable securities laws.
• Regulatory Notices: Units are not registered under U.S. securities law and cannot be offered or sold to U.S. persons absent an exemption; the release contains forward‑looking statements and standard cautionary language.

Notable Quotes

• “We are pleased to secure up to $3 million of flow‑through financing that will enable us to advance our exploration program at Kutcho, positioning the project for future growth.” – Vince Sorace, President & CEO, Kutcho Copper Corp.