Kodiak Closes First Tranche of $7.5 Million Private Placement
Kodiak Closes First Tranche of $7.5 Million
Private Placement
Vancouver, British Columbia--(Newsfile Corp. - April 14, 2023) - Kodiak Copper Corp. (TSXV: KDK)
(OTCQB: KDKCF) (FSE: 5DD1) (the "
Company
" or "
Kodiak
") announces that it has closed its bought
deal private placement financing pursuant to the listed issuer financing exemption (the "
Offering
") first
announced on
April 4, 2023
, for aggregate gross proceeds to the Company of approximately $5 million.
The non-brokered private placement (the "
Concurrent Financing
") that was announced with the
Offering on
April 4, 2023
, and which was upsized to $2.5 million as announced on
April 6, 2023,
is
expected to close on or about April 21, 2023. Certain insiders and shareholders of the Company are
expected to participate in the Concurrent Financing.
Pursuant to the Offering a total of 1,500,000 charity flow-through units (the "
Charity FT Units
") were
issued as part of a charity arrangement at a price of $1.32 per Charity FT Share and 3,700,000 common
share units (the "
HD Units
") were issued at a price of $0.81 per HD Unit for gross aggregate gross
proceeds of $4,977,000.
Each Charity FT Unit consists of one common share of the Company (a "
Common Share
") and one-
half of one Common Share purchase warrant (each whole warrant, a "
FT Warrant
"), both of which
qualify as "flow-through shares" (within the meaning of subsection 66(15) of the
Income Tax Act
(Canada)). Each HD Unit consists of one non-flow-through Common Share and one-half of one non-flow-
through Common Share purchase warrant (each whole warrant, a "
Warrant
").
Each FT Warrant and Warrant issuable under the Offering will entitle the holder to purchase one non-
flow-through Common Share at an exercise price of $1.10 for a period of 24 months following the closing
date. Further, in the event that the Common Shares' price closes at or above $1.70 on the TSX Venture
Exchange (the "
TSX-V
") for 20 consecutive trading days, the Company may, within 15 days of the
occurrence of such event, deliver a notice to the holders of the FT Warrants and the Warrants
accelerating the expiry date of the FT Warrants and the Warrants to the date that is 30 days following
such notice, and any unexercised FT Warrants and Warrants after such period shall automatically expire.
All of the Charity FT Units and the HD Units offered in the Offering were offered to purchasers pursuant to
the listed issuer financing exemption under Part 5A of National Instrument 45-106,
Prospectus
Exemptions
and are not subject to resale restrictions in Canada under applicable Canadian securities
laws, except where required by the TSX-V.
The net proceeds from the issue of the HD Units will be used for working capital and general corporate
purposes. The Company will use the gross proceeds received by the Company from the sale of the
Charity FT Units to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical
mineral mining expenditures" as both terms are defined in the
Income Tax Act
(Canada) (the
"
Qualifying Expenditures
") on the Company's MPD project in British Columbia, with such expenses to
be incurred on or before December 31, 2024, and the Company will renounce all the Qualifying
Expenditures in favour of the subscribers of the Charity FT Units effective December 31, 2023. If the
Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each
Charity FT Unit subscriber for any additional taxes payable by such subscriber as a result of the
Company's failure to renounce the Qualifying Expenditures as agreed. The use of the proceeds of the
Offering are more fully described in the amended Offering Document dated as of, and filed on SEDAR
on, April 4, 2023.
The Offering was led by Cormark Securities Inc. and included Canaccord Genuity Corp. (together, the
"
Underwriters
"). In consideration for their services, the Company paid to the Underwriters a cash
commission of $298,050, which is equal to 6% of the gross proceeds of the Offering.
Insiders of the Company subscribed for a total of 24,000 HD Units. The participation of insiders in the
Offering constitutes a "related party transaction", within the meaning of TSX-V Policy 5.9 and Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). The
Company has relied on the exemptions from the formal valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, in respect of the
related party participation in the Offering, as neither the fair market value (as determined under MI 61-
101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as
it involved the interested party, exceeded 25% of the Company's market capitalization (as determined
under MI 61-101). The securities issued to the insiders under the Offering are subject to a four-month
hold period ending on August 15, 2023, in accordance with the policies of the TSX-V
.
The Offering remains subject to final acceptance of the TSX-V. The closing of the Concurrent Financing
is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and
other approvals including the acceptance of the TSX-V.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities described herein have not been and will not be registered
under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may
not be offered or sold in the United States absent registration or available exemptions from such
registration requirements. This press release does not constitute an offer to acquire securities in any
jurisdiction.
On behalf of the Board of Directors
Kodiak Copper Corp.
Claudia Tornquist
President & CEO
For further information contact:
Nancy Curry, VP Corporate Development
+1 (604) 646-8362
About Kodiak Copper Corp.
Kodiak is focused on its 100% owned copper porphyry projects in Canada and the USA. The
Company's most advanced asset is the MPD copper-gold porphyry project in the prolific Quesnel Trough
in south-central British Columbia, Canada. MPD has all the hallmarks of a large, multi-centered porphyry
system. Kodiak has made the Gate Zone discovery of high-grade mineralization within a wide
mineralized envelope, and MPD hosts several other targets with similar discovery potential. Kodiak also
holds the Mohave copper-molybdenum-silver porphyry project in Arizona, USA, near the world-class
Bagdad mine. Kodiak's porphyry projects have both been historically drilled and present known mineral
discoveries with the potential to hold large-scale deposits.
Kodiak's founder and Chairman is Chris Taylor who is well-known for his gold discovery success with
Great Bear Resources. Kodiak is also part of Discovery Group, one of Canada's leading exploration
organizations.
Neither 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.
Forward-Looking Statement (Safe Harbor Statement): This press release contains forward-looking
statements within the meaning of applicable securities laws. The use of any of the words "anticipate",
"plan", "continue", "expect", "estimate", "objective", "may", "will", "project", "should", "predict",
"potential" and similar expressions are intended to identify forward-looking statements. In particular,
this press release contains forward-looking statements concerning the Offering and Concurrent
Financing, including the size of the Concurrent Financing and the proceeds thereof, the proposed use
of proceeds, the closing date of the Concurrent Financing, and the expected receipt of regulatory and
stock exchange approvals. Although the Company believes that the expectations and assumptions
on which the forward-looking statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because the Company cannot give any assurance that they
will prove correct. Since forward-looking statements address future events and conditions, they involve
inherent assumptions, risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of assumptions, factors and risks, many of which are beyond the
Company's ability to control or predict. Factors that could cause actual results or events to differ
materially from current expectations include, but are not limited to, conditions in the equity financing
markets, stock market volatility, unquantifiable risks related to government actions and interventions,
the termination of any agreement governing the Offering and Concurrent Financing, changes in laws
or permitting requirements, failure to obtain necessary regulatory approvals as well as those risks
identified in the Company's annual Management Discussion & Analysis.
Management has provided the above summary of risks and assumptions related to forward-looking
statements in this press release in order to provide readers with a more comprehensive perspective
on the Company's future operations. The Company's actual results, performance or achievement
could differ materially from those expressed in, or implied by, these forward-looking statements and,
accordingly, no assurance can be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what benefits the Company will derive from
them. These forward-looking statements are made as of the date of this press release, and, other than
as required by applicable securities laws, the Company disclaims any intent or obligation to update
publicly any forward-looking statements, whether as a result of new information, future events or results
or otherwise.
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