Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF)
(“
Kutcho” or the “
Company”) is
pleased to announce that it has closed its over-subscribed
non-brokered private placement (the “
Private
Placement”) for total gross proceeds of C$2,100,000. The
Company issued a total of 10,500,000 units at a price of $0.20 per
unit (each a “
Unit”). Each Unit is comprised of
one common share of the Company and one common share purchase
warrant (each a “
Warrant”). Each Warrant entitles
the holder to acquire one common share of the Company for a period
of 3 years from closing at a price of $0.30. Proceeds of the
Private Placement will be used for continuing expenditures on the
Kutcho copper project and for general corporate and working capital
purposes. All common shares and Warrants issued under the private
placement bear a hold period of 4 months and one day from the
closing date.
Major shareholders of the Company, including
Capstone Mining Corp. and Wheaton Precious Metals Corp. (as Wheaton
discloses in further detail below) participated in the Private
Placement, as did certain directors of Kutcho. Participation of
insiders of the Company in the Private Placement constitutes a
related-party transaction as defined under Multilateral Instrument
61-101. Because the Company’s shares trade only on the TSX Venture
Exchange (“TSXV”), the issuance of securities is
exempt from the formal valuation requirements of Section 5.4 of MI
61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt from
the minority approval requirements of Section 5.6 of MI 61-101
pursuant to Subsection 5.7(b) of MI 61-101.
The Company paid cash finder’s fees and issued
328,300 non-transferable finder warrants to eligible finders on a
portion of the Private Placement. The finder warrants otherwise
have the same terms as the Warrants.
Wheaton Precious Metals Corp.
(“Wheaton”), announced today that it acquired
1,000,000 Units of Kutcho at a price of C$0.20 per Unit, for total
consideration of C$200,000 (the “Subscription
Amount”), pursuant to the Private Placement. Each Unit
consists of one common share of Kutcho (the “Common
Shares”) and one common share purchase warrant (the
“2019 Warrants”), each 2019 Warrant entitling
Wheaton to purchase of one Common Share at a price of C$0.30,
exercisable until June 2022.
Immediately prior to the completion of the
Private Placement, Wheaton held: (i) 6,153,846 Common Shares of
Kutcho, representing approximately 9.02% of Kutcho’s Common Shares
currently issued and outstanding on an undiluted basis, (ii) Common
Share purchase warrants entitling Wheaton to purchase a further
3,076,923 Common Shares at a price per Common Share of C$1.00,
exercisable until December 2020 (the “2017
Warrants”); and (iii) a subordinated convertible
term debt loan agreement (the “Convertible Note”)
in the principal amount of C$20,000,000 (the principal amount
outstanding from time to time, the “Principal
Amount”). Under the terms of the Convertible Note, the
Principal Amount is convertible into Common Shares at the option of
Wheaton at any time and from time to time prior to the maturity of
the Convertible Note and otherwise in accordance with its terms, at
a conversion price equal to C$0.8125 of Principal Amount per Common
Share (and at the then-prevailing market price per Common Share for
any portion of the Principal Amount which represents interest in
accordance with the terms of the Convertible Note). Wheaton will
have the right, but not the obligation, to acquire approximately
24,615,385 Common Shares in connection with the exercise of the
conversion right, reflecting approximately 26.51% of the currently
issued and outstanding Common Shares on a partially diluted basis
assuming the exercise of the above-described conversion right.
As a result of the Private Placement, Wheaton
now holds 7,153,846 Common Shares of Kutcho, representing
approximately 10.48% of the Common Shares currently issued and
outstanding on an undiluted basis, reflecting an increase of 1.47%.
Wheaton now also holds (i) 3,076,923 2017 Warrants; (ii) 1,000,000
2019 Warrants; and (iii) the Convertible Note. Assuming the full
exercise of the 2017 Warrants and 2019 Warrants as well as the
conversion of the entire initial Principal Amount of the
Convertible Note to Common Shares (with no portion of the Principal
Amount consisting of converted interest), Wheaton would hold, in
aggregate, approximately 35,846,154 Common Shares or 28.60% of the
Common Shares currently issued and outstanding on a fully diluted
basis and approximately 36.98% of Common Shares currently issued
and outstanding on an undiluted basis.
The Units purchased by Wheaton were purchased
and are presently being held only for investment purposes.
Depending on market and other conditions, Wheaton may from time to
time in the future increase or decrease its ownership, control or
direction over the Common Shares or other securities of Kutcho,
through market transactions, private agreements or otherwise.
A copy of the Early Warning Report to which
Wheaton’s portion of this press release relates can be obtained
from Patrick Drouin, Senior Vice President, Investor Relations of
Wheaton, at 1-844-288-9878 or info@wheatonpm.com or on the SEDAR
profile of Kutcho at www.sedar.com.
Vince Sorace President & CEO, Kutcho Copper Corp.
For further information regarding Kutcho Copper
Corp., please email info@kutcho.ca 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.
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”, “indicates”, “opportunity”,
“possible” and similar expressions, or that events or conditions
“will”, “would”, “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.
Kutcho Copper (TSXV:KC)
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Kutcho Copper (TSXV:KC)
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