Kodiak Copper Updates on Progress of Previously Announced Transaction to Create New US-Focused Copper Exploration Company
Kodiak Copper Updates on Progress of
Previously Announced Transaction to Create
New US-Focused Copper Exploration Company
Vancouver, British Columbia--(Newsfile Corp. - June 22, 2026) - Kodiak Copper Corp. (TSXV: KDK)
(OTCQX: KDKCF) (FSE: 5DD1) (the "
Company
" or "
Kodiak
") is pleased to provide an update on the
proposed transaction announced on April 29, 2026 (the "
Transaction
", see news release
here
) with
Teck Resources Limited (collectively with its subsidiary Teck American Incorporated, "
Teck
") and Kay
Copper Corp. ("
Kay Copper
", formerly Railtown II Capital Corporation), currently an unlisted reporting
issuer.
Under the Transaction Kodiak would vend its 100% owned Mohave project ("
Mohave
") and Teck would
vend its 100% owned Copper Hill project ("
Copper Hill
"), both located in Arizona, into a subsidiary of
Kay Copper to create a new US-focused copper exploration company that would apply to list its shares
on the TSX Venture Exchange ("
TSXV
"). The Transaction is subject to ongoing negotiations, the
execution of definitive agreements, due diligence, consents and regulatory approval, approval of the
TSXV and the completion of the NewCo Concurrent Financing (as defined below). There is no
guarantee that the Transaction will be completed.
Transaction Progress
The Transaction is advancing as planned and is expected to close in the third quarter of 2026;
A new private company has been incorporated ("
NewCo
") for the purposes of the Transaction;
NewCo has completed a non-brokered initial financing at $0.10 per share for gross proceeds of
$830,000 (the "
NewCo Initial Financing
") to a broad group of investors, which is intended to
support the distribution requirement for a listing on the TSXV;
Mark Osterberg will join Kay Copper as Vice President, Exploration on closing of the Transaction.
Other management and board appointments are being finalized and will be announced in due
course; and
The drafting of definitive agreements, due diligence and NewCo Concurrent Financing (as defined
below) are under way in preparation for the application to list on the TSXV.
Claudia Tornquist, President and CEO of Kodiak said, "I am pleased to report that the previously
announced transaction to create Kay Copper, a US-focused copper exploration company, is
progressing well and important milestones have been achieved, particularly the closing of the NewCo
Initial Financing. Mark Osterberg, an accomplished geologist with extensive copper porphyry
experience, has agreed to join Kay Copper as VP Exploration, based in Arizona, and lead the
Company's exploration programs at the Mohave and Copper Hill projects. This is a key appointment for
the Company, and we are glad to have found such an excellent candidate to strengthen our technical
leadership team. I have no doubt that this transaction represents the best path to unlock the value of
Kodiak's non-core Mohave project and will generate compelling returns for our shareholders."
Management Appointment – VP Exploration
Further to the previously announced management and board appointments (see
news release of April
29, 2026
), Mark Osterberg has been named VP Exploration of Kay Copper. Mark is an exploration
geologist with decades of base and precious metals mining experience, with a strong focus on porphyry
copper deposits. He earned a PhD from the University of Arizona and spent the first half of his career
working for Gold Fields Mining Corporation, Cyprus Mining Company, and BHP focused primarily on
porphyry deposit exploration including Bagdad, Robinson, and Ok Tedi. Since 2001, he has worked as
the founding principal for Mine Mappers, LLC, a geological consulting firm specializing in resource
discovery and delineation, working for both major and junior mining and exploration companies.
Transaction Overview
The Transaction is anticipated to include the following steps:
NewCo would acquire Mohave and Copper Hill from Kodiak and Teck respectively and issue to
each of Kodiak and Teck 20 million common shares at a deemed price of $0.25 per share as
consideration for Mohave and Copper Hill, respectively. The $0.25 share price is a deemed price
for transaction purposes only and does not represent a valuation;
NewCo would complete a three-cornered amalgamation with Kay Copper (the "
Amalgamation
"),
whereby Newco would merge with a newly formed subsidiary of Kay Copper and the holders of
shares of Newco would receive one share of Kay Copper for each Newco share held;
Concurrently with the Amalgamation, Kay Copper would apply to list its shares for trading on the
TSXV under the name of Kay Copper Corp; and
Completion of the Transaction is subject to customary closing conditions including the completion
of due diligence by each of Kodiak, Teck and Kay Copper, negotiating and executing definitive
agreements, obtaining all necessary consents and regulatory approvals, TSXV acceptance and
satisfaction of applicable listing requirements, the completion of the NewCo Concurrent Financing
(as defined below) and other conditions.
Further details regarding the Transaction will be provided as the process continues to advance.
There can be no assurance that the Transaction or NewCo Concurrent Financing (as defined below) will
be completed as proposed, or at all.
NewCo Concurrent Financing
In connection with the Transaction, NewCo intends to complete a subscription receipt financing at $0.25
per share for minimum gross proceeds of C$4.0 million (the "
NewCo Concurrent Financing
").
Proceeds are intended to fund exploration work programs to materially advance both projects in
2026.
Gross proceeds would be held in escrow and released concurrently with closing of the Transaction
and upon satisfaction of specified escrow release conditions, including completion of the asset
acquisitions, Amalgamation, and TSXV conditional approval, and all requisite corporate and
regulatory approvals.
If escrow release conditions are not satisfied, subscription receipt holders would be entitled to a
return of funds in accordance with the terms of the subscription receipts.
Expected Capital Structure
of Kay Copper
Following completion of the Transaction and the NewCo Concurrent Financing, Kay Copper is expected
to have approximately 70,300,000 common shares outstanding, on an undiluted basis, with ownership
expected to be held approximately as follows:
Kodiak: 28%
Teck: 28%
Kay Copper existing shareholders: 9%
NewCo Initial Financing subscribers: 12%
NewCo Concurrent Financing subscribers: 23%
Final capitalization will be determined upon negotiation and execution of definitive agreements and the
NewCo Concurrent Financing.
Additional Terms
In addition to receiving common shares of Kay Copper, each of Teck and Kodiak are expected to
enter into separate Investor Rights Agreements with Kay Copper.
Teck is expected to be granted offtake rights with respect to certain concentrate production from
the Mohave and Copper Hill projects, subject to definitive documentation.
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 unlock value
of Kodiak's non-core Mohave project and will generate compelling returns for its shareholders; that
NewCo will be positioned for meaningful growth; completion of the NewCo Concurrent Financing;
completion of the Amalgamation; the successful negotiation and execution of a definitive agreement;
the receipt of consents or regulatory approvals, including potential TSXV approval; the closing of the
Transaction in the third quarter of 2026, or at all; the closing of the NewCo Concurrent Financing; that
Mark Osterberg will join Kay Copper as Vice-President Exploration 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 ability of the parties to negotiate and execute
definitive agreements; the parties expectations regarding future results from Mohave and Copper Hill;
the ability to obtain necessary capital for the NewCo Concurrent Financing; 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/302249