Kutcho Copper Announces Closing of 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 Closing of Flow-Through Financing
NOT FOR DISTRIBUTION TO U.S NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S
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, 202 6 and renounced
with an effective date no later than December 31, 2025 to the initial purchasers of FT Shares (comp rised
within the FT Units).
Certain directors and officers of the Company participate d 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.
Kutcho Copper Corp.
-2-
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 [email protected] or visit our website
at www.kutcho.ca.
Neither 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.
Cautionary 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 gene rally, 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 st atements 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 th at 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.