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 Corp. filed an initial TSXV listing application for Kay Copper Corp. on September 18, 2026, as part of a previously announced transaction with Teck Resources and Kay Copper. Definitive, binding agreements were executed on that same date, covering the vending of Kodiak's Mohave project and Teck's Copper Hill project into NewCo, followed by a three-cornered amalgamation with a Kay Copper subsidiary.

The NewCo Concurrent Financing closed with 21,479,000 subscription receipts at $0.25 per receipt for gross proceeds of C$5,369,750. Proceeds are held in escrow until closing conditions are met. A prior NewCo Initial Financing raised $830,000 at $0.10 per common share, as previously reported on June 22, 2026.

Kodiak and Teck will each receive 20 million Kay Copper shares at a deemed $0.25 per share for their respective projects. Post-transaction, Kay Copper is expected to have approximately 75.8 million common shares outstanding: Kodiak 26.4%, Teck 26.4%, existing Kay Copper shareholders 7.9%, NewCo Initial Financing subscribers 11.0%, NewCo Concurrent Financing subscribers 28.3%.

Management and board for Kay Copper were confirmed: Adam Schatzker as CEO, Mark Osterberg as VP Exploration, Chris Hopkins as CFO; Claudia Tornquist as Chair, with Carolyn Loder, Neil Pettigrew, Ron Ho, and Adam Schatzker on the board. Advisors include Chris Taylor, John Robins, Jim Paterson, Peter Damouni, Victor Cantore, and Tom McCandless.

Investor rights agreements will give Teck and Kodiak anti-dilution/top-up rights, piggyback registration rights, and other strategic protections. Kodiak's rights terminate if it holds less than 5% of Kay Copper. Teck will have an offtake framework agreement giving it the right to purchase up to 33% of production at market terms over the life of mine from Mohave and Copper Hill.

Closing is expected in October 2026, subject to TSXV acceptance, escrow release conditions, and other customary approvals. The subscription receipts have an escrow release date of November 7, 2026 if the transaction has not closed; if funds are released, the transaction will not close. Certain material agreements have an outside date of December 31, 2026, extendable by agreement. No Kodiak shareholder approval is required. No finder's fee, advisory fee, transaction-based compensation, or break fee is payable.

Kodiak Copper Corp. (KDK) executed definitive agreements, filed a listing application with the TSXV, and closed a concurrent financing of C$5.37 million, surpassing the previously stated C$4.0 million minimum. The company also finalized the appointment of Kay Copper’s CFO and certain board members. These developments mark a corporate milestone for a transaction already announced, rather than constituting an earnings release, resource update, or new drill result for Kodiak’s flagship MPD project.

Much of the transaction structure and management appointments were previously disclosed in the April 29, 2026, Letter of Intent announcement and the June 22, 2026, progress update. The market was already aware that Kodiak would vend the Mohave asset, that Teck would vend Copper Hill, that both parties would hold roughly 26-28% stakes, and that Adam Schatzker would serve as CEO. The financing upsizing represents a modest positive for Kay Copper, but it is a deal-level financing rather than new capital for Kodiak’s MPD project.

For Kodiak, the transaction crystallizes value in a non-core Arizona asset and brings Teck in as a partner, though it does not change the core MPD investment case. The release is company-authored promotional copy, and its strategic rationale language is considered marketing. While the factual milestones are positive, the transaction remains subject to completion risk. There is no price data after September 18, 2026, so the market's reaction to this September 21 release cannot be assessed from the provided data.

Kodiak Copper Corp. is a TSXV-listed copper-gold porphyry explorer focused on its 100%-owned MPD copper-gold project in the Quesnel Terrane of south-central British Columbia. The MPD property covers approximately 357 square kilometres and features year-round access, existing infrastructure, and nearby producing mines.

The initial Mineral Resource Estimate, published in 2025, covers seven deposits: West, Adit, South, Gate, Ketchan, Man, and Dillard. The indicated resource totals 82.9 million tonnes at 0.39% CuEq, containing 519 million pounds of copper and 0.39 million ounces of gold. The inferred resource stands at 356.3 million tonnes at 0.32% CuEq, containing 1,889 million pounds of copper and 1.28 million ounces of gold. The base-case cut-off grade is 0.2% CuEq, though lower cut-offs show potential for significant tonnage growth at lower grades. All seven deposits remain open for expansion.

The 2026 exploration program was increased from 6,500 metres to 16,500 metres, with a second drill rig added. The first drill results from Ketchan in 2026 were strong: 283.5 metres at 0.70% CuEq, including 108 metres at 1.02% CuEq. However, only 8 of 46 holes drilled in 2026 had been reported as of September 9, 2026.

Metallurgical testwork showed rougher recoveries of up to 91.1% copper, 81.4% gold, and 80.4% silver at a coarser grind. Locked-cycle recoveries were lower at 78.7% copper, 60% gold, and 49.3% silver.

The non-core Mohave copper project in Arizona is being vended into the Kay Copper transaction with Teck's Copper Hill project. Management includes President and CEO Claudia Tornquist and Chairman Chris Taylor, founder of Great Bear Resources. Kodiak is part of the Discovery Group.