Kutcho Copper Amends Convertible Loan Agreement and Receives Credit Facility from Wheaton Precious Metals

VANCOUVER, Nov. 25, 2019 - Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF) (“Kutcho Copper” or the “Company”) announces that Wheaton Precious Metals Corp. (“Wheaton”) has agreed to amend the terms (the “Amendment”) of its $20 million convertible debenture investment (the “Original Debenture”) in Kutcho Copper that closed on December 14, 2017. Wheaton and Kutcho Copper have agreed that the 2 year interest deferral provided in the Original Debenture may, at the election of Kutcho Copper, be extended for 4 years. Wheaton has also agreed to the removal of the ability to convert a portion of deferred interest into Kutcho Copper shares. Kutcho has received conditional approval from the TSX Venture Exchange for the Amendment. For more information regarding the Original Debenture, please see the Company’s October 31, 2017 and December 15, 2017 news releases.

Wheaton has also agreed to make a non-revolving term loan available to the Company for up to $1,300,000 CAD (the “Credit Facility”) with a maturity date of December 31, 2020. Advances under the Credit Facility will be used by the Company if needed and solely for certain costs and expenses in connection with the Kutcho project. The credit facility will bear interest at the rate of 15% per annum. Closing of the Credit Facility, and any advance thereunder, is subject to customary closing conditions, including the delivery of security.

Vince Sorace, President and CEO of Kutcho Copper states, “Wheaton continues to show their support for the Kutcho project by allowing us to defer interest payments due under the convertible debenture, as well as provide us with additional capital to help advance the Kutcho project. The Company appreciates their commitment and validation to this great project as we move towards Feasibility”.

Wheaton holds approximately 10.48% of the Company’s outstanding shares pursuant to various prior transactions with Kutcho Copper, as announced in the fall of 2017 and which closed December 14, 2017. Accordingly, the Credit Facility and the Amendment may be considered to be related party transactions under Multilateral Instrument 61-101, but are exempt from the valuation requirements of MI 61-101 because Kutcho Copper is listed on the TSX Venture Exchange (subsection 5.5(b) of MI 61-101) and the minority shareholder approval requirements because the Credit Facility does not have an equity component (subsection 5.7(f) of MI 61-101) and the Amendment (and the fair market value of the consideration thereunder) is less than 25% of the Company’s market capitalization (subsection 5.7(a) of MI 61-101).

About Kutcho Copper Corp

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 intends to progress the Kutcho Project through feasibility and permitting to a positive construction decision.

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, including statements with respect to the Company’s future operational plans, estimated mineral resources and mineral reserves, the timing and amount of estimated production, costs of production, capital expenditures, commodity price assumptions, the Company’s ability to successfully obtain all regulatory approvals and permits to commence and conduct mining operations, environmental risks and title challenges. 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” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company 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 Company’s ability to obtain all requisite approvals, including approval of the TSX Venture Exchange and securities regulatory authorities, if required for a transaction or financing, 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 or its other projects, 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.