Kutcho Copper closes $1 million flow-through financing to fund British Columbia exploration and grants new stock options to insiders and consultants.
Kutcho Copper Corp. has confirmed the successful completion of its previously announced non-brokered flow-through private placement, securing total gross proceeds of approximately $1.0 million. Through this financing initiative, the Company issued an aggregate of 5,882,585 flow-through units at a price of $0.17 per unit, reflecting strong investor support for its exploration-focused growth strategy.
Each flow-through unit issued under the private placement consists of one flow-through common share and one-half of one transferable common share purchase warrant. Two half-warrants together form one whole warrant, with each warrant entitling the holder to purchase one additional common share of the Company at an exercise price of $0.25. These warrants are valid for a period of 24 months from the closing date of the transaction, offering investors potential upside exposure over the medium term.
The flow-through shares issued as part of the offering qualify as “flow-through shares” under the provisions of the Income Tax Act (Canada). As such, the Company is obligated to use the gross proceeds attributable to these shares exclusively on eligible exploration activities. Specifically, the funds will be directed toward exploration programs at the Company’s Kutcho copper-zinc project located in British Columbia. These expenditures are expected to qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures, providing tax benefits to initial investors.
Kutcho Copper has indicated that the qualifying exploration expenditures will be incurred on or before December 31, 2026. In accordance with flow-through financing regulations, these expenditures will be renounced to the initial purchasers of the flow-through shares with an effective date no later than December 31, 2025. This structure aligns the Company’s exploration timeline with regulatory requirements while supporting ongoing project advancement.
Certain directors and officers of the Company participated in the private placement. Their involvement constitutes a related-party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. However, the participation of these insiders qualifies for specific exemptions under MI 61-101. As a result, the transaction is exempt from both formal valuation requirements and minority shareholder approval provisions, as permitted under applicable subsections of the regulation.
The private placement remains subject to final approval from the TSX Venture Exchange. In connection with the financing, the Company paid total cash commissions amounting to $43,404 to eligible finders. Additionally, 255,319 non-transferable finder warrants were issued, each exercisable at $0.25 per common share for a period of 24 months from the closing date. All securities issued under the offering are subject to a statutory hold period of four months plus one day from issuance.
The Company also reiterated that the securities issued in this private placement have not been, and will not be, registered under the U.S. Securities Act of 1933 or applicable U.S. state securities laws. Consequently, the securities may not be offered or sold within the United States or to U.S. persons unless an exemption from registration requirements is available. This announcement does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction where such actions would be unlawful.
In addition to closing the financing, the Company announced the granting of stock options under its existing stock option plan. A total of 4,275,000 stock options have been awarded to directors, officers, and consultants. These options are exercisable at a price of $0.20 per common share and carry a term of five years, reinforcing long-term alignment between management, consultants, and shareholder interests.
