Cascadero Copper Announces Debt Settlement, Private Placement and Stock Option Grants

North Vancouver, February 18, 2021 - Cascadero Copper Corp. (TSXV: CCD) (the "Company") announces that it has entered into certain debt settlement agreements, it intends to complete a private placement for gross proceeds of up to $500,000 and stock option grants to certain directors, officers, and consultants of the Company to purchase up to 15,000,000 common shares in the capital of the Company pursuant to the Company's stock option plan.

Debt Settlements

The Company announces that it has entered into debt settlement agreements with creditors to settle the following debts (collectively, the "Debt"):

• $225,000 due to the estate of Bill McWilliam and estate of Judith Harder (together, the "Estates") pursuant to a loan agreement effective October 3, 2017, consisting of $200,000 in principal and $25,000 in accrued interest thereon, will be settled by cash payments of $100,000 to each of the Estates and the Estates will forgive the accrued interest of $25,000;
  
  
• $423,667 due to the estate of Bill McWilliam, a director of the Company until March 2020 when he passed away, will be forgiven;
  
  
• $307,912 due to the estate of Judith Harder, a director and CEO of the Company until December 2018 when she passed away, will be forgiven; and
  
  
• $21,341 due to Argentine Frontier Resources Inc., an entity controlled by the Estates, will be forgiven.

Upon payment of the aforementioned amounts, the Debt will be fully satisfied and extinguished.

In connection with settlement of the Debt, the Company has entered into a share transfer agreement with the Estates pursuant to which the Company will acquire from the Estates all of their shares in the capital of Cosmos Minerals Corporation for a nominal amount.

Private Placement

The Company also announces that it intends to raise up to $500,000 by way of a non-brokered unit private placement (the "Offering") of up to 14,285,714 units at a unit price of $0.035 (the "Units"), each Unit will consist of one common share at a purchase price of $0.035 and one share purchase warrant entitling the holder to purchase one additional common share, up to a total of 14,285,714 warrant shares, at a warrant exercise price of $0.05 exercisable 24 months from the date of closing. The Offering will be made subject to a discretionary waiver of the $0.05 minimum pricing requirement from the TSX Venture Exchange (the "Exchange"). The Offering is subject to Exchange final acceptance.

Assuming the Offering is fully subscribed, the Company intends to allocate the net proceeds as follows: approximately $200,000 for payment of the Debt and the balance of approximately $300,000 for general working capital purposes.

Although the Company intends to use the proceeds of the Offering as described above, the actual allocation of net proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities. If the Offering is not fully subscribed, the Company will apply the proceeds of the Offering to the above uses in priority and in such proportions as the board of directors and management of the Company determine is in the best interests of the Company.

All securities issued in connection with the Offering will be subject to a four-month hold period in accordance with applicable securities laws.

Stock Options

The Company also announces that it has granted incentive stock options to certain directors, officers, and consultants of the Company to purchase up to 15,000,000 common shares in the capital of the Company pursuant to the Company's stock option plan. The options are exercisable on or before February 18, 2026 at an exercise price of $0.05 per share. The grant of options is subject to regulatory approval.

On behalf of the Board of Directors:

Dr. George Gale
Interim CEO
Phone: (604) 985-3327

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release includes information relating to the debt settlement, the private placement and the stock option grants. The forward-looking information is based on certain assumptions, which could change materially in the future. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that the debt settlement agreements may not complete as expected or at all, the private placement may not be completed as expected or at all, the use of proceeds from the private placement may not be as contemplated, the stock options may not be granted as expected. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELYUPON THIS INFORMATION AS OF ANYOTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANYPARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/74819