Kodiak Copper Announces $7 Million Private Placement

Executive Summary

• Kodiak Copper Corp. entered into a bought‑deal private placement with Canaccord Genuity as lead underwriter, targeting aggregate gross proceeds of approximately $7 million.
• The offering consists of 5,000,000 Charity Flow‑Through Units at $1.00 each (gross $5 M) and 3,226,000 HD Units at $0.62 each (gross ≈ $2 M), plus an underwriters’ option for up to an additional $1.05 M.
• Net proceeds will fund working capital, general corporate purposes, advancement of the Arizona project, and eligible Canadian exploration expenses tied to flow‑through tax benefits; securities are subject to a four‑month‑plus‑one‑day hold period.

Key Details

• Charity FT Units: 5,000,000 units → each unit = 1 common share + ½ transferable warrant; priced at $1.00; gross proceeds $5 M; qualifies as flow‑through shares for Canadian tax purposes.
• HD Units: 3,226,000 units → each unit = 1 non‑flow‑through common share + ½ transferable warrant; priced at $0.62; gross proceeds ≈ $2 M.
• Underwriters’ Option: Ability to purchase additional Charity FT Units for up to $1,050,000 of gross proceeds, exercisable any time up to 48 hours before closing.
• Warrant Terms: Each warrant allows purchase of one non‑flow‑through common share at an exercise price of $0.95; exercisable for 24 months after the closing date.
• Use of Proceeds – HD Units: Working capital, general corporate purposes, and advancement of Kodiak’s Arizona project.
• Use of Proceeds – Charity FT Units: To be allocated to eligible Canadian exploration expenses (flow‑through critical mineral mining expenditures) on BC projects, with renunciation to subscribers by 31 Dec 2025; indemnification provision if CRA reduces qualifying expenditures.
• Closing Date: Expected on or about 25 Sept 2025, subject to regulatory approvals and TSX‑V conditional acceptance.
• Hold Period: Securities issued will be subject to a hold period of four months and one day under Canadian securities law.
• Related Party Participation: Insiders and shareholders expected to participate; transaction qualifies as a related‑party transaction under MI 61‑101, with reliance on exemptions for valuation and minority approval (insider participation ≤ 25% market cap).
• U.S. Distribution Disclaimer: Securities not registered in the United States and may not be offered or sold there absent exemption or registration.

Notable Quotes

• “The proceeds from this financing will provide us with the necessary capital to advance our Arizona project while supporting continued exploration in British Columbia through flow‑through tax incentives,” – Claudia Tornquist, President & CEO.