Vancouver, B.C., December 30, 2025. Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF) (“Kutcho Copper” or the “Company”) announces that it has closed its non-brokered flow-through private placement (the “Private Placement”) for gross proceeds of $1,000,039. The Company issued 5,882,585 units consisting of flow-through units (“FT Units”) at a price of $0.17 per FT Unit. Each FT Unit consists of one flow-through share in the capital of the Company (each, a “FT Share”) and one-half of one transferable common share purchase warrant (each whole, a “Warrant”). Each Warrant is exercisable at a price of $0.25 per common share for a period of 24 months from the closing date. Each FT Share is a common share in the capital of the Company that will qualify as a “flow-through share” for the purposes of the Income Tax Act (Canada).
The Company will use the gross proceeds raised from the sale of FT Shares (comprised within the FT Units) for exploration on its Kutcho copper-zinc property in British Columbia that will qualify as “Canadian exploration expense” and “flow-through critical mineral mining expenditure” (both within the meaning of the Income Tax Act (Canada)) and which will be incurred on or before December 31, 2026 and renounced with an effective date no later than December 31, 2025 to the initial purchasers of FT Shares (comprised within the FT Units).
Certain directors and officers of the Company participated in the Private Placement, which participation constitutes a related-party transaction, as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. The issuance of FT Units to these directors and officers is exempt from the valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101, pursuant to Subsection 5.7(1)(a) of MI 61-101.
The Private Placement is subject to the Company’s receipt of final TSX Venture Exchange approval. The Company paid aggregate cash commissions of $43,404 and issued 255,319 non-transferable finder warrants exercisable for a period of 24 months from closing at an exercise price of $0.25 per common share to eligible finders. All securities issued under the Private Placement have a hold period of four months and a day from the date of issuance.
The securities to be offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company also announces the grant of stock options to directors, officers and consultants under its stock option plan. The Company has granted 4,275,000 stock options exercisable for a period of 5 years at an exercise price of $0.20 per common share.
Vince Sorace
President & CEO, Kutcho Copper Corp. For further information regarding Kutcho Copper Corp., please email info@kutcho.ca or visit our website at www.kutcho.ca.
