Kutcho Copper Announces $3,000,000 Flow-Through Financing
Kutcho Copper Corp. | 918 – 1030 West Georgia Street | Vancouver, British Columbia | Canada | V6E 2Y3
Telephone: (778) 357-1249 | www.kutcho.ca
Kutcho Copper Announces $3,000,000 Flow-Through Financing
NOT FOR DISTRIBUTION TO U.S NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S
Vancouver, B.C., February 3, 2026. Kutcho Copper Corp. (TSXV: KC) (OTCQX: KCCFF) (“Kutcho
Copper” or the “Company ”) announc es that it has arranged a non-b rokered private placement (the
“Private Placement”) to raise total proceeds of up to $3, 000,000. The Private Placement is for up to
6,976,744 units consisting of flow-t hrough units (“FT Units ”) at a price of $0.43 per FT Unit of the
Company for gross FT Unit proceeds of $3,000,000.
Each FT Unit will consist 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. 55 per common share (a “Warrant Share”) for a period of 24 months from the
closing date. Each FT Share will be 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 “Tax Act”). The Warrant Shares
will not qualify as “flow-through shares” for the purposes of the Tax Act.
The Company intends to 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
Tax Act) and which will be incurred on or before December 31, 2027 and renounced with an effective date
no later than December 31, 2026 to the initial purchasers of FT Shares (comprised within the FT Units).
The closing of the Private Placement is subject to the Company’s receipt of TSX Venture Exchange
approval. The Company may pay finder’s fees under the Private Placement as permitted by TSX Venture
Exchange policy and applicable securities laws. All securities issued under the Private Placement will have
a hold period of four months and a day from the date of issuance.
Certain directors and officers of Kutcho Copper may participate in the Private Placement, which
participation constitutes a related-party transaction, as defined in Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of any FT Units to 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 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.
Vince Sorace
President & CEO, Kutcho Copper Corp.
For further information regarding Kutcho Copper Corp., please email [email protected] or visit our website
at www.kutcho.ca.
Kutcho Copper Corp.
-2-
LEGAL\112975529\4
N
either the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
C
autionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed “forward- looking statements” with
respect to the Company within the meaning of applicable securities laws. Forward- looking statements are
statements that are not historical facts and are generally, but not always, identified by the words “plans”,
“believes”, “estimates”, “potential”, “indicates”, and similar expressions, or that events or conditions “will”,
“may”, “could” or “should” occur. Although Kutcho Copper believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements are not guarantees of
future performance, are subject to risks and uncertainties, and actual results or realities may differ materially
from those in the forward- looking statements. Such material risks and uncertainties include, but are not
limited to: the timing, results and implications of the planned exploration programs, whether or not new
deposits will be identified and, if so, whether such deposits will be permittable and economically feasible,
the Company’s ability to raise sufficient capital to fund its obligations under its property agreements going
forward, to maintain its mineral tenures and concessions in good standing, to explore and develop the
Kutcho Project, to repay its debt and for general working capital purposes; changes in economic conditions
or financial markets; the inherent hazards associates with mineral exploration and mining operations, future
prices of copper and other metals, changes in general economic conditions, accuracy of mineral resource
and reserve estimates, the ability of the Company to obtain the necessary permits and consents required
to explore, drill and develop the Kutcho project and if obtained, to obtain such permits and consents in a
timely fashion relative to the Company’s plans and business objectives for the projects; the general ability
of the Company to monetize its mineral resources; and changes in environmental and other laws or
regulations that could have an impact on the Company’s operations, compliance with environmental laws
and regulations, aboriginal title claims and rights to consultation and accommodation, dependence on key
management personnel and general competition in the mining industry. Forward -looking statements are
based on the reasonable beliefs, estimates and opinions of the Company’s management on the date the
statements are made. Except as required by law, the Company undertakes no obligation to update these
forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors,
should change. This news release includes historical information that has been reviewed by the Company’s
geological team and qualified person. The Company’s review of the historical records and information
reasonably substantiate the validity of the information presented in this news release; however, the
Company cannot directly verify the accuracy of the historical data, including the procedures used for sample
collection and analysis. There is insufficient exploration on these prospects to define a mineral resource. It
is uncertain if after additional exploration a mineral resource will be delineated. Therefore, the Company
encourages investors to exercise appropriate caution when evaluating these results .