Kutcho Copper Eliminates Debt and Expands Partnership with Wheaton Precious Metals

Kutcho Copper Corp. | 717 – 1030 West Georgia Street | Vancouver, British Columbia | Canada | V6E 2Y3 Telephone:

(604) 628-5623 | www.kutcho.ca

Kutcho Copper Eliminates Debt and Expands Partnership with Wheaton

Precious Metals

Vancouver, B.C., February 11, 2022. Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF) (“Kutcho”

or the “Company”) is pleased to announce that it has entered into a n amendment agreement (the

“Amendment”) with Wheaton Precious Metals Corp. (“Wheaton”) in respect of the Precious Metals

Purchase Agreement dated December 14, 2017 , as amended (the “Original Agreement”). The Original

Agreement, as amended by the Amendment, is referred to as the “PMPA”.

Kutcho Copper President and CEO, Vince Sorace, commented: “The amended arrangement with Wheaton

eliminates all of the Company’s outstanding liabilities, resulting in an unfettered balance sheet available to

pursue advanced project development activities. Through this amended arrangement, Wheaton has

converted its debt into an additional precious metals streaming interest and shares of the Company,

demonstrating a belief in the merits of the project and its path towards a production decision. This

amendment, in combination with our November 2022 positive feasibility study for the high -grade Kutcho

copper zinc project, positions the Company to focus on its core priorities: advancing permitting; optimizing

project economics; defining and exploring for additio nal mineral resources and evaluating several

alternatives to fund mine development. We appreciate Wheaton’s financial and technical support over the

past several years and look forward to their involvement into the future.”

The Amendment provides for th e settlement and termination of the Company’s debt instruments ( the

existing convertible debenture (the “ Convertible Debenture ”) and loan agreement (the “ Loan

Agreement”)), both as amended with Wheaton, totalling in aggregate approximately CDN$38,400,000 as

consideration for: (i) the issuance to Wheaton of US$7,500,000 of common shares in the capital of Kutcho

(the “Common Shares”); and (ii) the removal of the Stream Reduction, as defined below together with

certain amendments to the Original Agreement as detailed below. Please refer to Kutcho ’s news releases

of August 10, 2017 and December 15, 2017 regarding the Original Agreement and the Convertible

Debenture, the November 15, 2019 news release regarding the Loan Agreement and certain amendments

to the Convertible Debenture, and the June 30, 2021 news release regarding recent interest deferrals.

Under the Original Agreement, the precious metals stream was to be reduced from 100% to 66.67% of

payable gold and silver production after the delivery of 5.6 million ounces of silver and 51,000 ounces of

gold (“Stream Reduction ”). In connection with the settlement and termination of the Convertible

Debenture and Loan Agreement, t he Amendm ent removes the Stream Reduction and the additional

expansion payment of up to US$20 million that was to be payable by Wheaton in the event of future

processing capacity increase s as contemplated in the Original Agreement. The amount settled under the

Convertible Debenture and Loan Agreement, less the value of the Common Shares issued to Wheaton, will

comprise an additional deposit of Wheaton under the PMPA. Wheaton remains obligated to pay the

remaining upfront deposit of US$58 million (being the balance remaining from the original deposit amount

of US$65 million), subject to the terms and conditions of the PMPA, and will also make continuing cash

payments equal to 20% of the applicable spot price of silver and gold for each ounce delivered under the

PMPA.

Finally, the Amendment provides that in connection with the settlement and termination of the Convertible

Debenture and Loan Agreement, Wheaton will receive US$7.5 million of Common Shares at a deemed

price of CDN$0.908 per Common Share. The issuance of the Common Shares to Wheaton is subject to

receipt of TSX Venture Exchange approval. The parties are targeting February 18, 2022 as the closing date

for the transactions contemplated by the Amendment.

Subsequent to the closing of th e Amendment, assuming the February 8, 2022 Canadian dollar / US dollar

exchange rate (US$7,500,000 = CDN$9,531,750), Wheaton will own approximately 17,651,368 Common

Shares and the Warrants, representing approximately 15.40% of the Company’s issued and out standing

Common Shares, and 16.13% of the Company’s Common Shares on a partially diluted basis, assuming

Wheaton’s exercise of the Warrants. The exact number of Common Shares to be issued will be calculated

immediately before the closing date based on the applicable Canadian dollar / US dollar exchange rate.

Wheaton currently holds 7,153,846 Common Shares and 1,000,000 Common Share purchase warrants (the

“Warrants”), representing approximately 6.87% of the Company’s issued and outstanding Common Shares

(on an undiluted basis), and 25.26% on a partially diluted basis, assuming Wheaton’s exercise of 1,000,000

Warrants and conversion of the Convertible Debenture for the full principal amount, which would result in

the issuance of 24,615,384 Common Shares. Accordingly, Wheaton is considered a “related party” of the

Company and the Amendment may be considered to be a “related party transaction ” under Multilateral

Instrument 61-101. The Amendment and related transactions are exempt from the valuation requirements

of MI 61-101 because Kutcho is listed on the TSX Venture Exchange (subsection 5.5(b) of MI 61-101) and

the minority shareholder approval requirements because: (i) the Company is in serious financial difficulty;

and (ii) the Amendment is designed to improve the financial position of the Company (subsection 5.7(e) of

MI 61 -101). The directors of Kutcho (all of whom are independent of Wheaton) have unanimously

determined that (i) and (ii) apply and the terms of the transaction are reasonable in the circumstances of

Kutcho.

The Common Shares and Warrants held by Wheaton are presently being held only for investment purposes.

Wheaton may from time to time in the future increase or decrease its ownership, control or direction over

Common Shares or any other securities of the Company, through market transactions, private agreements

or otherwise. Wheaton intends to file an early warning report (the “ Early Warning Report”) pursuant to

applicable securities laws in connection with the transactions contemplated hereby. A copy of the Early

Warning Report to which this press release relates can be obtained from Wheaton, at 1-844-288-9878 or

[email protected] or on the SEDAR profile of the Company at www.sedar.com.

Haywood Securities Inc. is acting as financial advisor to Kutcho.

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, including statements with respect to the Company’s future

operational plans, the estimated closing date of the Amendment transactions, estimated mineral resources and mineral

reserves, the timing and amount of estimated production, costs of production, capital expenditures, commodity price

assumptions, the Company’s ability to successfully obtain all regulatory approvals and permits to commence and

conduct mining operations, environmental risks and title challenges. 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” and similar expressions, or that events or conditions

“will”, “would”, “may”, “could” or “should” occur. Although the Company 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 u ncertainties include, but are not limited to, the Company’s

ability to obtain all requisite approvals, including approval of the TSX Venture Exc hange and securities regulatory

authorities for the Amendment and share issuances described herein, 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 or its other projects, 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 operation s, 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.