Kodiak Copper Announces Filing of TSXV Listing Application, Execution of Definitive Agreements, Closing of Subscription Receipt Financing and Leadership Appointments for Kay Copper
Kodiak Copper Announces Filing of TSXV
Listing Application, Execution of Definitive
Agreements, Closing of Subscription Receipt
Financing and Leadership Appointments for
Kay Copper
Vancouver, British Columbia--(Newsfile Corp. - September 21, 2026) - Kodiak Copper Corp. (TSXV:
KDK) (OTCQX: KDKCF) (FSE: 5DD1) (the "
Company
" or "
Kodiak
") announces that an initial listing
application (the "
Listing Application
") was filed with the TSX Venture Exchange ("
TSXV
") on
September 18, 2026, in respect of the proposed listing of the common shares in the capital of Kay
Copper Corp. (formerly, Railtown II Capital Corporation) ("
Kay Copper
") on the TSXV as part of the
proposed transaction between Kodiak, Teck Resources Limited (collectively with its subsidiary Teck
American Incorporated, "
Teck
") and Kay Copper (the "
Transaction
"), to create a new US-focused
copper exploration company, as previously announced (see news release
here
).
Definitive, binding agreements have been executed on September 18, 2026 (the "
Definitive
Agreements
") and the NewCo Concurrent Financing (as defined below) has been completed, whereby
21,479,000 subscription receipts at $0.25 per subscription receipt were issued for gross proceeds of
C$5,369,750. Management, board and advisor appointments have been confirmed as further described
below.
Completion of the Transaction is expected in October 2026, but remains subject to a number of
conditions, including acceptance of the Listing Application by the TSXV, and other customary closing
conditions. There is no guarantee that the Transaction will be completed.
Strategic Rationale
The Transaction is anticipated to generate synergies and unlock value that is not being recognized
within current corporate structures
Conducive environment for domestic critical mineral projects in the United States
Premier jurisdiction – Arizona is a prolific mining district with existing infrastructure, accounting for
70% of US copper production in 2025
Quality assets – two 100% owned exploration-stage copper porphyry projects
Near-term exploration upside – multiple drill-ready targets on both projects that can be advanced
quickly
Experienced team with track record of creating shareholder value
Kay Copper is expected to be a well funded company with Teck and Kodiak as shareholders and
the support of Discovery Group
TM
Claudia Tornquist, President and CEO of Kodiak, said: "Filing the application to list Kay Copper's
shares with the TSXV is an important milestone on the path to creating this new company. Combining
our Mohave project with Teck's Copper Hill project gives Kay Copper two quality, drill-ready copper
porphyry assets in Arizona and the opportunity to generate significant shareholder value. We are
pleased to be moving this transaction forward."
Adam Schatzker, incoming Chief Executive Officer of Kay Copper, said: "We now have a clear line of
sight to closing this transaction and building Kay Copper into a well-funded, US-focused copper
exploration company. I look forward to working with the team and our shareholders, Kodiak and Teck, to
advance and drill both projects."
Transaction Overview
Under the Transaction, Kodiak has agreed to vend its 100% owned Mohave project ("
Mohave
") and
Teck has agreed to vend its 100% owned Copper Hill project ("
Copper Hill
") to NewCo (as defined
below) and NewCo will amalgamate with a subsidiary of Kay Copper to create a new US-focused
copper exploration company.
Pursuant to the Definitive Agreements:
A new private company, previously incorporated for purposes of the Transaction ("
NewCo
") will
acquire Mohave and Copper Hill from Kodiak and Teck, respectively, in exchange for shares of
NewCo;
NewCo will issue to each of Kodiak and Teck 20 million common shares at an issue price of $0.25
per share as consideration for the Mohave and Copper Hill projects, respectively;
NewCo will complete a three-cornered amalgamation with Kay Copper (the "
Amalgamation
"),
whereby NewCo will amalgamate with a newly formed subsidiary of Kay Copper and the holders of
shares of NewCo (including Teck and Kodiak) will receive one common share of Kay Copper for
each NewCo share held;
Each of Teck and Kodiak will enter into separate Investor Rights Agreements with Kay Copper,
effective upon completion of the Amalgamation; and
Teck will enter into an offtake framework agreement which provides Teck with the right to purchase
up to 33% of production at market terms over the life of mine from the Mohave and Copper Hill
projects. Subject to Teck's offtake rights, there are no restrictions on Kay Copper's ability to
negotiate future project financing, sell the balance of its production or enter into other strategic
transactions.
A filing statement in respect of the Transaction will be filed by Kay Copper under its profile on SEDAR+
at
www.sedarplus.ca
in due course. Completion of the Transaction remains subject to customary closing
conditions, including satisfaction of all conditions in the Definitive Agreements, satisfaction of the escrow
release conditions of the NewCo Concurrent Financing (as defined below), obtaining all necessary
consents and regulatory approvals, TSXV acceptance of the Listing Application and satisfaction of
applicable listing requirements. The transaction is arms length. Under TSXV Policy the transaction is a
reverse take-over of a listed company with a concurrent subscription receipt private placement. No
Kodiak shareholder approval is required. No finder's fee, advisory fee or transaction-based
compensation is payable upon completion of the transaction. No break-fee is payable if the Transaction
is not completed. Certain material agreements relating to the Transaction contain an outside date of
December 31, 2026, with the ability to extend the outside date upon agreement by the applicable parties
if necessary. There can be no assurance that the Transaction will be completed as proposed, or at all.
NewCo Concurrent Financing & Expected Capital Structure
In connection with the Transaction, NewCo completed a subscription receipt financing at $0.25 per
subscription receipt for gross proceeds of C$5,369,750 (the "
NewCo Concurrent Financing
").
Proceeds are intended to fund exploration work programs to materially advance both projects in
2026/2027.
Gross proceeds will be held in escrow and released concurrently with closing of the Transaction
upon satisfaction of specified escrow release conditions, including completion of the asset
acquisitions, the Amalgamation, and receipt of TSXV approval of the Transaction, and all requisite
corporate and regulatory approvals, at which time each subscription receipt will be ultimately
converted into one common share of Kay Copper in connection with the Amalgamation.
If the escrow release conditions are not satisfied (or, where permitted, waived), subscription
receipt holders would be entitled to a return of funds in accordance with the terms of the
subscription receipts.
The NewCo Concurrent Financing has an escrow release date if the Transaction does not close by
November 7, 2026 (the "
Escrow Release Date
"). The holders of the Subscription Receipts have
the right to extend the Escrow Release Date and Kay Copper and NewCo have agreed in the
Definitive Agreements to seek to obtain such extension in the event that closing of the Transaction
is not expected to occur by the Escrow Release Date.
If the escrowed funds are released following
the Escrow Release Date, the Transaction will not close.
NewCo has also completed a non-brokered initial financing to incoming management, the board, and
investors at $0.10 per common share, raising gross proceeds of $830,000 (the "
NewCo Initial
Financing
"), as previously reported on June 22, 2026 (see news release
here
).
Following completion of the Transaction, Kay Copper is expected to have approximately 75.8 million
common shares outstanding, on an undiluted basis, with ownership expected to be held as follows:
Kodiak: 26.4%
Teck: 26.4%
Kay Copper existing shareholders: 7.9%
NewCo Initial Financing subscribers: 11.0%
NewCo Concurrent Financing subscribers: 28.3%
Management, Board of Directors and Advisors
Upon closing of the Transaction, the management and board of directors of Kay Copper will be
reconstituted. The management team is anticipated to be led by Adam Schatzker as Chief Executive
Officer and is expected to include Mark Osterberg as VP Exploration of Kay Copper and Chris Hopkins
as Chief Financial Officer. Claudia Tornquist (Chair), Carolyn Loder, Neil Pettigrew, Ron Ho, and Adam
Schatzker are expected to comprise the board of directors of Kay Copper. Chris Taylor, John Robins,
Jim Paterson, Peter Damouni, Victor Cantore and Tom McCandless are expected to be advisors to Kay
Copper, and the company will be part of Discovery Group™.
Early Warning Disclosure by Kodiak
Prior to the signing of the Definitive Agreement, Kodiak neither beneficially held nor exercised control or
direction over, directly or indirectly, any shares of Kay Copper. Assuming completion of the Transaction
on the terms set out in the Definitive Agreements, Kodiak is expected to beneficially hold or exercise
control or direction over 20 million common shares of Kay Copper, representing approximately 26.4% of
the issued and outstanding common shares of Kay Copper on a non-diluted basis, immediately following
closing of the Transaction. Kodiak intends to acquire shares of Kay Copper pursuant to the Transaction
for investment purposes. Following completion of the Transaction, Kodiak intends to review its
investment in Kay Copper on a continuing basis and may, from time to time and at any time, acquire
additional equity or debt securities or instruments, through open market transactions, private placements
and other privately negotiated transactions, or otherwise (including through exercising rights to be
provided to Kodiak in the investor rights agreement to be entered into between Kodiak and Kay Copper
at closing of the Transaction) or dispose of securities of Kay Copper, in each case, depending on a
number of factors, including general market and economic conditions and other factors and conditions
as Kodiak deems appropriate.
The investor rights agreement to be entered into by Kodiak and Kay
Copper is expected to provide, among other things, the following types of rights and privileges to
Kodiak: (i) anti-dilution and top-up rights to maintain Kodiak's ownership position in Kay Copper; (ii)
piggyback registration rights; and (iii) certain other strategic investor protections. Once the investor
rights agreement is executed, Kodiak may exercise these rights from time to time in accordance with the
terms of the investor rights agreement. The investor rights agreement (once executed) is expected to
generally terminate if Kodiak, together with its affiliates, ceases to hold at least 5% of the outstanding
common shares of Kay Copper. The summary of the Investor Rights Agreement herein does not purport
to be a complete description of all the rights and obligations thereunder and is qualified in its entirety by
reference to the full text of the Investor Rights Agreement, a copy of which is expected to be filed by Kay
Copper on its SEDAR+ profile in connection with the completion of the Transaction.
Kodiak's head
office is located at Suite 1020, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6,
Canada, and Kay Copper's head office is located at Suite 3100, Park Place, 666 Burrard Street,
Vancouver, British Columbia, V6C 2X8, Canada. This disclosure is provided on behalf of Kodiak in
satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and
National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues, and an early warning report of Kodiak will be filed by Kodiak under the Company's
SEDAR+ at
www.sedarplus.ca
. A copy of Kodiak's early warning report to be filed in connection with the
Transaction may also be obtained by contacting Jeff Dare at 604-235-4053.
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
Kodiak is focused on advancing its 100%-owned MPD copper-gold porphyry project in the prolific
Quesnel Terrane in south-central British Columbia, Canada, an established mining region with producing
mines and existing infrastructure. MPD exhibits all the hallmarks of a large, multi-centered porphyry
district with the potential for future economic development. The initial Mineral Resource Estimate,
published in 2025, outlines seven substantial deposits and underscores the scale and potential of the
project. All known deposits remain open to expansion, and numerous targets across the property have
yet to be tested. Kodiak continues to systematically explore MPD's district-scale potential with the goal
of delivering new discoveries and building further critical mass toward being the region's next mine.
Kodiak's founder and Chairman, Chris Taylor, is well-known for his gold discovery success with Great
Bear Resources. Kodiak is also part of Discovery Group
TM
led by John Robins, one of the most
successful mining entrepreneurs in Canada.
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", "can
",
"could"
,
"continue", "expect", "estimate", "objective", "may", "will", "would", "project",
"shall", "should", "predict", "potential" and similar expressions are intended to identify forward-looking
statements.
In particular, this press release contains forward-looking statements concerning: the
proposed creation of a new U.S.-focused copper exploration company expected to list on the TSXV;
Kodiak vending Mohave to NewCo; Teck vending Copper Hill to NewCo; that NewCo will will generate
significant value for its shareholders; the ability to generate synergies and unlock value that is not
being recognized within current corporate structures; the ability to advance drilling at each of the
Mohave and Copper Hill projects quickly; that Kay Copper will be well funded; the ability to satisfy the
NewCo Concurrent Financing's escrow release conditions; the anticipated use of proceeds for the
NewCo Concurrent Financing; completion of the Amalgamation; the receipt of consents or regulatory
approvals, including potential TSXV approval; the closing of the Transaction in October 2026, or at
all; that Adam Schatzker, Mark Osterberg and Chris Hopkins will join Kay Copper's management
team and Claudia Tornquist, Carolyn Loder, Neil Pettigrew, Ron Ho and Adam Schatzker will join Kay
Copper's board on closing of the Transaction; and the future investor rights of Teck and Kodiak and
future offtake rights of Teck regarding NewCo. 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 occur or prove to be 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.
These assumptions and risks include, but are not limited to, assumptions and risks associated
with: the ability of the parties to execute their business objectives related to the Transaction; the
parties expectations regarding future results from Mohave and Copper Hill; conditions in the equity
financing markets; receipt of regulatory and shareholder approvals; the impact of increasing
competition; the regulatory framework regarding royalties, taxes and environmental matters; the ability
to achieve potential synergies and unlock value from the Transaction; and the nature of the proposed
business of NewCo, including the exploration and production of natural resources.
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.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/315041