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KC.V ·

Kutcho Copper Increases Financing

Financings

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

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

Kutcho Copper Increases Financing

NOT FOR DISTRIBUTION TO U.S NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S

Vancouver, B.C., December 28, 2023. Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF) (“Kutcho

Copper” or the “Company”) announces that it has increased the previously announced (see press release

dated December 13, 2023) non-brokered private placement (the “Private Placement” or “Offering”) to total

gross proceeds of up to $1,375,000. The Private Placement will consist of up to 13,750,000 units (“Units”)

at a price of $0.10 per Unit.

Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and

one transferable common share purchase warrant (each a “Warrant”) exercisable at a price of $0. 20 per

common share for a period of 24 months from the closing date, subject to accelerated expiry as described

herein.

If the closing price of the Company’s Common Shares on the TSX Venture Exchange (or such other

principal exchange on which the Common Shares may be traded at such time) is equal to or greater than

$0.35 for a period of 10 consecutive trading days, the Company may (but is not required to), at its sole

discretion, accelerate the expiry date of Warrants to the date which is 15 days following the date upon which

notice of the accelerated expiry date is provided by the Company to the holders of the Warrants (given by

way of news release).

The Company intends to use the net proceeds raised from the sale of Units to advance the Kutcho Project

and for general administrative and working capital expenses.

The closing of the Offering is subject to the Company’s receipt of TSX Venture Exchange approval for the

Offering. The Company may pay finder’s fees and grant finder’s warrants under the Offering as permitted

by TSX Venture Exchange policy and applicable securities laws. All securities issued under the Offering

will have a hold period of four months and a day from the date of issuance.

Certain insiders of the Company may participate in Private Placement which participation will constitute a

related-party transaction, as defined under Multilateral Instrument 61-101 Protection of Minority Security

Holders in Special Transactions . The issuance of the Units is exempt from the formal 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 Offering 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.

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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.