Mr. Vince Sorace reports
KUTCHO COPPER ANNOUNCES $3,000,000 FLOW-THROUGH FINANCING
Kutcho Copper Corp. has arranged a non-brokered private placement to raise total proceeds of up to $3-million. The private placement is for up to 6,976,744 units consisting of flow-through units at a price of 43 cents per FT unit of the company for gross FT unit proceeds of $3-million.
Each FT unit will consist of one flow-through share in the capital of the company and one-half of one transferable common share purchase warrant. Each warrant is exercisable at a price of 55 cents per common 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 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 (composed 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 Dec. 31, 2027, and renounced with an effective date no later than Dec. 31, 2026, to the initial purchasers of FT shares (composed 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 finders' 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). 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.
We seek Safe Harbor.
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