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THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
King Copper Discovery Corp. (" King Copper ", or the " Company "; KCP-TSXV, TBXXF-OTCQB, 3RI-FSE) is pleased to announce it has arranged a non-brokered private placement financing of up to 65,217,392 common shares at a price of $0.23 per share for gross proceeds of up to $15 million (the "Financing").
A strategic investor (the "Investor") will be participating in the Financing and, upon closing, is expected to hold approximately a 9.99% ownership interest in King Copper on an undiluted basis.
Proceeds from the Financing will be used to advance exploration, including diamond drilling of the Company's flagship Colquemayo copper-gold project and for working capital purposes.
Jonathan Richards, CEO of King Copper, commented "We are excited to add the strategic investor as a major shareholder of the Company. This financing results in King Copper being fully-funded for a 15,000 metre drill program, which will allow the Company to advance exploration at the Colquemayo copper-gold project along the 12-kilometre mineralized corridor."
In connection with closing of the Financing, King Copper and the Investor will enter into an investor rights agreement whereby the Investor will be granted certain rights, subject to the Investor maintaining certain ownership thresholds in the Company, including (i) the right to participate in future equity financings and top-up its holdings in the event of dilutive issuances in order to maintain its pro rata ownership in the Company at the time of such financing or to acquire up to a 9.99% ownership interest, on a partially‐diluted basis, in the Company; and (ii) the right (which the Investor has no present intention of exercising) to nominate one person (and in the case of an increase in the size of the board of directors to eight or more directors, two persons) to the board of directors of King Copper.
The expected closing date of the Financing is September 17, 2025. Finder's fees may be payable on the transaction. Closing of the Financing is subject to various conditions precedent including, among other things, approval of the TSX Venture Exchange. All securities issued in connection with the Financing will be subject to a statutory four-month hold period in accordance with applicable securities law.
Eventus Capital Corp. has been appointed as an advisor to King Copper in connection with the Financing.
The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities oft eh Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On behalf of the Company,
Jonathan Richards, Chief Executive Officer and Director.
Website: www.kingcopperdiscovery.com
Address: #1507 - 1030 West Georgia St, Vancouver, BC V6E 3M5.
For Investor Relations enquiries, please contact +1 604 229 5208 or via info@kingcopperdiscovery.com .
Statements
About King Copper Discovery Corp and Our Projects: King Copper is a TSXV-listed exploration company focused on the Colquemayo gold-copper project in South America. The Company is led by a team responsible for multiple gold-copper-silver discoveries.
Forward Looking Statement: This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements, including the expected closing date of the Financing, the investor's expected ownership interest in King Copper and the expected use of proceeds from the Financing. 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 and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the receipt of regulatory approvals, market prices, continued availability of capital and financing, and general economic, market or business conditions, as well as legal, social, and economic conditions in Argentina and Peru, where the Company's mineral exploration properties are located. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, 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.
Qualified Person: All scientific and technical information in this news release has been approved by Dr. Rohan Wolfe, Technical Advisor, MAIG, who serves as the Qualified Person (QP) under the definition of National Instrument 43-101. Dr Wolfe has conducted a review of historic data at the project, reviewed the Company's due diligence study of the Project and has conducted an independent QA/QC review of historic drilling assays, and consents to the inclusion of this information in the form and context in which it appears.
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 or has in any way approved or disapproved of the contents of this press release.
