Kutcho Copper Corp. — Capital/Financing Update 2021

Jun 25, 2021

Form 51-102F3

Material Change Report Item 1 Name and Address of Company Kutcho Copper Corp. 717, 1030 West Georgia Street Vancouver, BC V6E 2Y3 (the “Company”) Item 2 Date of Material Change June 15, 2021 Item 3 News Release A news release was issued by the Company on June 15, 2021 via GLOBE NEWSWIRE and filed on SEDAR. Item 4 Summary of Material Change The Company announced that it has completed a non-brokered private placement (the “Private Placement”) for gross proceeds of $4,100,000. The Private Placement is comprised of 5,200,000 hard-dollar shares priced at $0.50 per share for gross proceeds $2,600,000 and 2,500,000 flow-through shares priced at $0.60 per share for gross flow-through proceeds of $1,500,000. The proceeds from the flow-through shares will be used to incur Canadian exploration expenditures (“CEE”) that qualify as ‘flow-through mining expenditures’ (as such terms are defined in the Income Tax Act (Canada) on the Company’s Kutcho high grade copper-zinc project located in British Columbia. 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 June 24, 2021

SCHEDULE A

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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 $4.1 Million Private Placement

Vancouver, B.C., June 15, 2021. Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF ) (“Kutcho Copper” or the “Company”) announces that it has completed a non-brokered private placement (the “Private Placement”) for gross proceeds of $4,100,000. The Private Placement is comprised of 5,200,000 hard-dollar shares priced at $0.50 per share for gross proceeds $2,600,000 and 2,500,000 flow-through shares priced at $0.60 per share for gross flow-through proceeds of $1,500,000.

“This financing was led with a strategic investor with proceeds targeting continued advancement of the Kutcho copper-zinc project and for additional initiatives the Company is currently pursuing in order to optimize the value of the project,” stated Vince Sorace, President and CEO of Kutcho Copper Corp. “We expect to provide updates with regards to continued developments around the feasibility study in the near future.”

The proceeds from the flow-through shares will be used to incur Canadian exploration expenditures (“CEE”) that qualify as ‘flow-through mining expenditures’ (as such terms are defined in the Income Tax Act (Canada) on the Company’s Kutcho high grade copper-zinc project located in British Columbia.

The Private Placement is subject to the final approval of the TSX Venture Exchange (“TSXV”). All shares issued under the Private Placement bear a hold period of four months and one day from the date of issuance. The Company will pay cash finder’s fees in connection with Private Placement as permitted by applicable securities laws and the rules of the TSXV.

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 “expect”, “plans”, “pursuing”, “advancement”, “in order to”, 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 forwardlooking statements. Such material risks and uncertainties include, but are not limited to, the Company’s ability to raise sufficient capital to fund

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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.

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