Kutcho Copper Corp. — Capital/Financing Update 2021

Apr 16, 2021

Form 51-102F3

		Material Change Report
Item	1	Name and Address of Company
		717 - 1030 West Georgia Street
		Vancouver, British Columbia
		V6E 2Y3
		(the “Company”)
Item	2	Date of Material Change
		April 13, 2021
Item	3	News Release
		A news release was issued by the Company on April 13, 2021 via NEWSWIRE
		and filed on SEDAR.
Item	4	Summary of Material Change

The Company announced that it has closed its previously announced nonbrokered private placement (the “Private Placement”) of hard dollar and flowthrough shares.

Under the hard dollar Private Placement, the Company raised gross proceeds of $1,000,000 on the sale of 2,000,000 shares at a price of $0.50 per common share. Under the flow-through Private Placement which was over-subscribed, the Company issued 3,329,500 flow-through shares at a price of $0.57 per common share for gross proceeds of $1,897,815. The proceeds from the flow-through shares will be used to incur Canadian exploration expenditures that qualify as flow-through mining expenditures (as such terms are defined in the Income Tax Act (Canada)).

The Company also paid finder’s fees in connection with certain subscribers under the Private Placement.

Item	5	Full Description of Material Change
		See the news release attached as Schedule “A”
Item	6	Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
		Not Applicable.
Item	7	Omitted Information
		Not Applicable.
Item	8	Executive Officer

Contact: Vince Sorace Telephone: 604 628-5623

Item 9 Date of Report

April 15, 2021

SCHEDULE A

==> picture [268 x 58] intentionally omitted <==

Kutcho Copper Corp. | 717 – 1030 West Georgia Street | Vancouver, British Columbia | Canada | V6E 2Y3 Telephone: (604) 628‐5623 | www.kutcho.ca

Kutcho Copper Announces Closing of Private Placement For Gross Proceeds of $2,897,815 – Flow-Through Oversubscribed

Vancouver, B.C., April 13, 2021. Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF) (“ Kutcho Copper ” or the “ Company ”) is pleased to announce that it has closed its previously announced non-brokered private placement (the “ Private Placement ”) of hard dollar and flow-through shares.

Under the hard dollar Private Placement, Kutcho has raised gross proceeds of $1,000,000 on the sale of 2,000,000 shares at a price of $0.50 per common share. Under the flow-through Private Placement which was over-subscribed, the Company has issued 3,329,500 flow-through shares at a price of $0.57 per common share for gross proceeds of $1,897,815. The proceeds from the flow-through shares will be used to incur Canadian exploration expenditures that qualify as flow-through mining expenditures (as such terms are defined in the Income Tax Act (Canada)).

All shares issued under the private placement are subject to a hold period of four months and one day from closing.

The Company paid finder’s fees in connection with certain subscribers under the Private Placement. The Company has paid cash fees of $156,199 and has issued 284,430 finder warrants exercisable into common shares. Finder’s warrants in connection with purchasers sourced for the flow-through Private Placement are exercisable at $0.57 and finder’s warrants in connection with purchasers sourced for the hard dollar Private Placements are exercisable at $0.50 for a period of one year.

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.