Kodiak Copper Completes $8 Million Private Placement with Full Underwriter Option Exercise

• Financing completion: Closed $8.05 million bought deal private placement, exceeding initial $7 million target with full underwriter option exercise
• Institutional participation: Largest shareholder Konwave AG maintained proportionate ownership in the financing
• Tax structure: $6.05 million raised through charity flow-through units providing Canadian tax benefits to investors
• Project funding: Proceeds allocated to accelerate MPD Project work toward maiden resource estimate expected by year-end
• Underwriter syndicate: Led by Canaccord Genuity Corp. with Cormark Securities Inc. and Paradigm Capital Inc.

Kodiak Copper Corp. (TSX-V: KDK) is a mineral exploration company operating copper porphyry projects in Canada and the United States. The company's primary asset is the 100% owned MPD copper-gold project in British Columbia's Quesnel Terrane. Drilling has identified seven mineralised zones across the property, with an Initial Resource estimate for the first four zones announced in June 2025. The company is led by founder Chris Taylor and operates as part of Discovery Group under John Robins.

Private Placement Financing Completion and Structure

Kodiak completed its bought deal private placement on September 25, 2025, raising $8.05 million through two unit types. The financing included 6.05 million charity flow-through units priced at $1.00 each and 3.23 million hard dollar units at $0.62 per unit. Each unit includes one common share and half of one warrant exercisable at $0.95 for 24 months.

The underwriter syndicate comprised Canaccord Genuity Corp. as lead underwriter and sole bookrunner, with Cormark Securities Inc. and Paradigm Capital Inc. as syndicate members. Underwriters received a 6% cash fee on gross proceeds, reduced to 3% for certain orders, plus compensation warrants equal to 6% of units sold. All securities are subject to a four-month hold period ending January 26, 2026.

Konwave AG, identified as Kodiak's largest shareholder and a European resource fund, participated in the financing while maintaining its proportionate equity position. Company insiders subscribed for 79,000 hard dollar units totalling $48,980 in gross proceeds, constituting a related party transaction under TSX Venture Exchange policies.

Use of Proceeds and Tax Flow-Through Arrangements

The $6.05 million from charity flow-through units will fund Canadian exploration expenses qualifying as "flow-through critical mineral mining expenditures" under the Income Tax Act (Canada). These expenditures must be incurred on the British Columbia project by December 31, 2026, with renunciation to subscribers effective December 31, 2025. Kodiak has provided standard indemnification for any additional taxes if qualifying expenditures cannot be renounced as agreed.

The $2 million from hard dollar units will support working capital, general corporate purposes, and advancement of the company's Arizona project. This structure separates tax-flow-through obligations from general operating requirements. The charity flow-through arrangement provides Canadian investors with immediate tax deductions for eligible exploration expenditures.

Flow-through financing represents a common structure in Canadian mineral exploration, allowing companies to raise capital while providing tax benefits to investors. The charity designation provides additional tax advantages beyond standard flow-through arrangements. Kodiak must comply with specific spending and renunciation requirements under Canadian tax legislation.

MPD Project Development and Resource Estimate Progress

The MPD Project is located in British Columbia's Quesnel Terrane, which contains producing mines and established infrastructure. Drilling has outlined seven mineralised zones across the property, with an Initial Resource estimate for four zones completed in June 2025. The remaining three zones from the 2025 exploration programme will be incorporated into a comprehensive resource estimate expected by year-end.

President and CEO Claudia Tornquist stated:

"We are very pleased with the strong demand from new investors for this financing, as well as the confidence and support shown by our existing shareholders. With a solid balance sheet, we can now confidently accelerate work at our MPD Project in southern British Columbia."

She added:

"The announcement of our maiden resource, expected later this year will be an important catalyst and stepping stone as we move into the next phase of growth."

The company describes MPD as exhibiting characteristics of a major, multi-centred porphyry district with potential for additional discoveries. Current mineralised zones remain open for expansion, with multiple untested targets identified across the property. The project benefits from its location in an established mining jurisdiction with existing infrastructure including transportation networks and power supply.

Next Steps and Upcoming Milestones

Kodiak plans to complete its maiden resource estimate incorporating all seven identified mineralised zones by year-end 2025. This comprehensive resource update will include drilling results from the 2025 exploration programme on the three remaining zones not covered in the June 2025 initial estimate. The company must also complete qualifying expenditures on the British Columbia project using flow-through proceeds by December 31, 2026.

The financing provides working capital to advance both the MPD Project in British Columbia and the Arizona project. With the four-month hold period ending January 26, 2026, securities from the private placement will become freely tradeable. The offering remains subject to final acceptance by the TSX Venture Exchange.

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