Kutcho Copper Corp. (TSXV: KC) (OTCQX: KCCFF) ('Kutcho Copper' or the 'Company') announces that it has closed its previously announced non-brokered private placement (the 'Private Placement') for gross proceeds of $4,063,050.60.
The Company issued 8,001,000 units ('Units') at a price of $0.25 per Unit for gross Unit proceeds of $2,000,250.00 and 6,876,002 units consisting of flow-through units ('FT Units') at a price of $0.30 per FT Unit of the Company for gross FT Unit proceeds of $2,062,800.60.
Each Unit will consist of one common share in the capital of the Company (each, a 'Common Share') and one-half transferable common share purchase warrant (each whole, a 'Warrant'), exercisable at a price of $0.40 per common share for a period of 24 months from the closing date, subject to accelerated expiry as described herein.
Each FT Unit will consist of one flow-through share in the capital of the Company (each, a 'FT Share') and one-half transferable Warrant, exercisable at a price of $0.45 per common share for a period of 24 months from the closing date, subject to accelerated expiry as described herein. Each FT Share will be a Common Share that will qualify as a 'flow-through share' for the purposes of the Income Tax Act (Canada). Each FT Share will entitle the holder thereof the same rights as holders of Common Shares, as described below.
If the closing price of the Company's Common Shares on the TSX Venture Exchange (TSXV) (or such other principal exchange on which the Common Shares may be traded at such time) is equal to or greater than $0.60 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 30 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 gross proceeds raised from the sale of FT Shares (comprised within the FT Units) for exploration on its Kutcho 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, 2024, and renounced with an effective date no later than December 31, 2023, to the initial purchasers of FT Shares (comprised within the FT Units). The Company intends to use the net proceeds raised from the sale of Units for general administrative and working capital expenses.
All securities issued under the Offering will have a hold period of four months and a day from the date of issuance. The Company paid to eligible finders, cash fees of $242,238.50 and issued 435,820 non-transferable finder warrants exercisable into Common Shares at $0.45 and 420,770 non-transferable finder warrants exercisable into Common Shares at $0.40. The Offering is subject to the Company completing its remaining filing requirements with the TSXV and final approval of the TSXV.
About Kutcho Copper
Kutcho Copper Corp. is a Canadian resource development company focused on expanding and developing the Kutcho high grade copper-zinc project in northern British Columbia. Committed to social responsibility and the highest environmental standards, the Company recently completed a feasibility study on the Kutcho project and is advancing permitting with the objective of getting to a positive construction decision.
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 generally, 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 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. 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.
Contact:
Tel: +1 (416) 489-0092
Email: ir@madisonmetals.ca
Forward-looking Statements
This release contains 'forward-looking statements' within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements regarding the timing and amount of estimated future exploration and the anticipated use of funds by the Company that were received from the Placement. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'schedule', 'estimates', 'forecasts', 'intends', 'continue', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'would', 'will', 'might' or 'will be taken', 'occur' or 'be achieved'. Forward-looking statements are made based upon certain assumptions and other important facts that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, amongst others, currency fluctuations, the demand for digital assets such as tokens and NFTs, the fulfillment of the conditions of the contract with LUX, interest rates, the global economic climate, dilution, share price volatility, competition, labour shortages, and unanticipated expenses of the Company. Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: the impact the COVID 19 pandemic may have on the Company's activities and the economy in general; the impact of the recovery post COVID 19 pandemic and its impact on precious metals; receipt of necessary approvals; general business, economic, competitive, political and social uncertainties; future metal prices; the market for digital assets such as NFTs, accidents, labour disputes and shortages; environmental risks and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. You can find further information with respect to these and other risks in filings made with the Canadian securities regulatory authorities that are available on the Company's SEDAR profile page at www.sedar.com. The Company disclaims any obligation to update or revise these forward-looking statements, except as required by applicable law.
KUTCHO COPPER CORP. 
