Vancouver, B.C., October 19, 2018. Kutcho Copper Corp. (TSXV: KC) (OTC: KCCFF) (“Kutcho Copper” or the “Company”) today announced that its board of directors (the “Board”) has approved the adoption of a Shareholders Rights Plan (the “SRP”) pursuant to a shareholder rights plan agreement entered into with Computershare Investor Services Inc. dated October 18, 2018. The SRP will be submitted for ratification by the Company’s shareholders at the annual and special meeting scheduled to be held on November 15, 2018. If the SRP is not ratified by the Company’s shareholders, it will automatically terminate. If ratified by shareholders, the SRP will remain in effect until the close of business on the third anniversary of the date of such ratification.
The SRP has been adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any unsolicited take-over bid or other acquisition of control of the Company, and that the Board is provided with adequate time to consider and evaluate such a take-over bid or other acquisition and, if appropriate, identify, develop and negotiate any value-enhancing alternatives. Furthermore, the SRP will allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.
The SRP is not being adopted in response to any specific proposal to acquire control of the Company, nor is the Board aware of any pending or threatened take-over bid for the Company. The SRP is similar to rights plans adopted by other public companies. Under the terms of the SRP, one right will be issued by the Company for each outstanding common share of the Company and for each common share of the Company issued in the future (subject to the terms of the SRP). The rights issued under the SRP become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the “Permitted Bid” provisions of the SRP or without the approval of the Board. At any time prior to the rights becoming exercisable, the Board may waive the operation of the SRP with respect to certain events before they occur.
The SRP is subject to the approval of the TSX Venture Exchange. The full text of the SRP will be available under the Company’s profile on SEDAR at www.sedar.com and a copy of the SRP will be included in the management information circular which will be sent to shareholders in connection with its upcoming meeting scheduled for November 15, 2018.
In its news release of October 18, 2018, the Company stated incorrect results for drill hole KC18-248. The actual results were as follows:
*True width estimated to be 85% length of intercepts.
Rory Kutluoglu, B.Sc. P.Geo., a Qualified Person as defined by National Instrument 43-101, has read and approved all technical and scientific information contained in this news release. Mr. Kutluoglu is the Company’s Vice President Exploration.
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.
President & CEO, Kutcho Copper Corp.
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. Such material risks and uncertainties include, but are not limited to, 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 potential for new discoveries, the potential to convert inferred resources to indicated or measured resources, the potential to optimize the mine plan, 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.