Kutcho Copper Corp. Announces Closing of Over-Subscribed Private Placement
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Kutcho Copper Corp. | 717 – 1030 West Georgia Street | Vancouver, British Columbia | Canada | V6E 2Y3
Telephone: (604) 628-5623 | www.kutcho.ca
Kutcho Copper Corp. Announces Closing of Over-Subscribed Private Placement
Vancouver, B.C., June 6, 2019. Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF) (“Kutcho” or the
“Company”) is pleased to announce that it has closed its over-subscribed non-brokered private placement
(the “ Private Placement”) for total gross proceeds of C$ 2,100,000. The Company issued a total of
10,500,000 units at a price of $0.20 per unit (each a “Unit”). Each Unit is comprised of one common share
of the Company and one common share purchase warrant (each a “ Warrant”). Each Warrant entitles the
holder to acquire one common share of the Company for a period of 3 years from closing at a price of $0.30.
Proceeds of the Private Placement will be used for continuing expenditures on the Kutcho copper project
and for general corporate and working capital purposes. All common shares and Warrants issued under the
private placement bear a hold period of 4 months and one day from the closing date.
Major shareholders of the Company, including Capstone Mining Corp. and Wheaton Precious Metals Corp.
(as Wheaton discloses in further detail below) participated in the Private Placement, as did certain directors
of Kutcho. Participation of insiders of the Company in the Private Placement constitutes a related -party
transaction as defined under Multilateral Instrument 61-101. Because the Company’s shares trade only on
the TSX Venture Exchange (“TSXV”), the issuance of securities is exempt from the formal valuation
requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from the
minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(b) of MI 61-101.
The Company paid cash finder’s fees and issued 328,300 non-transferable finder warrants to eligible finders
on a portion of the Private Placement. The finder warrants otherwise have the same terms as the Warrants.
Wheaton Precious Metals Corp. (“Wheaton”), announced today that it acquired 1,000,000 Units of Kutcho
at a price of C$0.20 per Unit, for total consideration of C$200,000 (the “Subscription Amount”), pursuant
to the Private Placement. Each Unit consists of one common share of Kutcho (the “ Common Shares”)
and one common share purchase warrant (the “2019 Warrants”), each 2019 Warrant entitling Wheaton to
purchase of one Common Share at a price of C$0.30, exercisable until June 2022.
Immediately prior to the completion of the Private Placement, Wheaton held: (i) 6,153,846 Common Shares
of Kutcho, representing approximately 9.02% of Kutcho’s Common Shares currently issued and
outstanding on an undiluted basis, (ii) Common Share purchase warrants entitling Wheaton to purchase a
further 3,076,923 Common Shares at a price per Common Share of C$1.00, exercisable until December
2020 (the “ 2017 Warrants”); and (iii) a subordinated convertible term debt loan agreement (the
“Convertible Note”) in the principal amount of C$20,000,000 (the principal amount outstanding from time
to time, the “ Principal Amount”). Under the terms of the Convertible Note, the Princ ipal Amount is
convertible into Common Shares at the option of Wheaton at any time and from time to time prior to the
maturity of the Convertible Note and otherwise in accordance with its terms, at a conversion price equal to
C$0.8125 of Principal Amount per Common Share (and at the then -prevailing market price per Common
Share for any portion of the Principal Amount which represents interest in accordance with the terms of the
Convertible Note). Wheaton will have the right, but not the obligation, to acquire approximately 24,615,385
Common Shares in connection with the exercise of the conversion right, reflecting approximately 26.51%
Kutcho Copper Corp.
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of the currently issued and outstanding Common Shares on a partially diluted basis assuming the exercise
of the above-described conversion right.
As a result of the Private Placement, Wheaton now holds 7,153,846 Common Shares of Kutcho,
representing approximately 10.48% of the Common Shares currently issued and outstanding on an
undiluted basis, reflecting an increase of 1.47%. Wheaton now also holds (i) 3,076,923 2017 Warrants; (ii)
1,000,000 2019 Warrants; and (iii) the Convertible Note. Assuming the full exercise of the 2017 Warrants
and 2019 Warrants as well as the conversion of the entire initial Principal Amount of the Convertible Note
to Common Shares (with no portion of the Principal Amount consisting of converted interest), Wheaton
would hold, in aggregate, approximately 35,846,154 Common Shares or 28.60% of the Common Shares
currently issued and outstanding on a fully diluted basis and approximately 36.98% of Common Shares
currently issued and outstanding on an undiluted basis.
The Units purchased by Wheaton were purchased and are presently being held only for investment
purposes. Depending on market and other conditions, Wheaton may from time to time in the future increase
or decrease its ownership, control or direction over the Common Shares or other securities of Kutcho,
through market transactions, private agreements or otherwise.
A copy of the Early Warning Report to which Wheaton’s portion of this press release relates can be obtained
from Patrick Drouin, Senior Vice President, Investor Relations of Wheaton, at 1 -844-288-9878 or
[email protected] or on the SEDAR profile of Kutcho at www.sedar.com.
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.
Cautionary Note Regarding Forward-Looking Statements
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.
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 “expects”, “plans”, “anticipates”,
“believes”, “intends”, “estimates”, “projects”, “potential” , “indicates”, “opportunity”, “possible” and similar
expressions, or that events or conditions “will”, “would”, “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 ac tual results
or realities may differ materially from those in the forward-looking statements.