THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
April 21, 2023 – Vancouver, British Columbia – Kodiak Copper Corp. (the “Company” or “Kodiak”) (TSX-V: KDK, OTCQB: KDKCF, Frankfurt: 5DD1) announces that it has closed its oversubscribed non-brokered private placement (the “Concurrent Financing”) that was announced on April 4, 2023 and upsized on April 6, 2023, for gross proceeds of approximately $3.4 million. Together with the bought deal private placement that was announced with the Concurrent Financing and closed on April 14, 2023 the aggregate gross proceeds to the Company are approximately $8.4 million.
The Concurrent Financing was oversubscribed, receiving strong interest from the investor community and existing investors. A total of 1,532,654 charity flow-through units (“Charity FT Units”) at a price of $1.32 per Charity FT Unit and 1,461,090 flow-through units (the “FT Units”, and together with the Charity FT Units, the “Units”) at a price of $0.96 per FT Unit, were sold pursuant to the Concurrent Financing for gross proceeds to the Company of $3,425,750. Teck Resources Limited (“Teck”) exercised its equity participation right to maintain its partially diluted 9.9% ownership position in Kodiak, acquiring 592,593 units in connection with the Concurrent Financing. Kodiak’s chairman Chris Taylor and certain other insiders of the Company also participated in the Concurrent Financing.
Claudia Tornquist, President and CEO of Kodiak said, “There was considerable demand for this financing and I am pleased to welcome some strong new investors as Kodiak shareholders. I wish to thank our largest shareholder Teck for their ongoing support, as well as all our insiders and shareholders who participated in this financing. With a treasury of over $13 million Kodiak is now fully funded for what will be an exciting 2023 exploration program at our MPD project. Our field season has already kicked off and with a suite of compelling drill targets and a world-class team we are well placed to make 2023 a rewarding year for our shareholders.”
Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “FT Warrant”), both of which qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).
Each FT Warrant issuable under the Concurrent Financing will entitle the holder to purchase one non-flow-through Common Share (a “Warrant Share”) at an exercise price of $1.10 for a period of 24 months following the closing date. Further, in the event that the Common Shares’ price closes at or above $1.70 on the TSX Venture Exchange (the “TSX‑V”) for 20 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of the FT Warrants accelerating the expiry date of the FT Warrants to the date that is 30 days following such notice, and any unexercised FT Warrants after such period shall automatically expire. The Common Shares, the FT Warrants and the Warrant Shares are subject to a four month hold period, expiring on August 22, 2023. The Concurrent Financing remains subject to final acceptance of the TSX-V.
Insiders of the Company subscribed for a total of 301,042 FT Units. The participation of insiders in the Concurrent Financing constitutes a “related party transaction”, within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101, in respect of the related party participation in the Concurrent Financing, as neither the fair market value (as determined under MI 61‑101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested party, exceeded 25% of the Company’s market capitalization (as determined under MI 61‑101).
The Company will use the gross proceeds received by the Company from the sale of the Units to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures”) on the Company's MPD project in British Columbia, with such expenses to be incurred on or before December 31, 2024, and the Company will renounce all the Qualifying Expenditures in favour of the subscribers of the Units effective December 31, 2023. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each Unit subscriber for any taxes payable by such subscriber as a as a consequence of such reduction.
The Company paid to eligible finders (the “Finders”) who introduced subscribers to the Concurrent Financing finders fees in cash equal to 6% of the gross proceeds from the sales of Units to the subscribers arranged by such Finders. In connection with the closing of the Concurrent Financing, the Company paid finders fees in the aggregate cash amount of $73,278 to arm’s length Finders, in compliance with the policies of the TSX-V and applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to acquire securities in any jurisdiction.
On behalf of the Board of Directors
Kodiak Copper Corp.
President & CEO
For further information contact:
Nancy Curry, VP Corporate Development
+1 (604) 646-8362
About Kodiak Copper Corp.
Kodiak is focused on its 100% owned copper porphyry projects in Canada and the USA. The Company’s most advanced asset is the MPD copper-gold porphyry project in the prolific Quesnel Trough in south-central British Columbia, Canada. MPD has all the hallmarks of a large, multi-centered porphyry system. Kodiak has made the Gate Zone discovery of high-grade mineralization within a wide mineralized envelope, and MPD hosts several other targets with similar discovery potential. Kodiak also holds the Mohave copper-molybdenum-silver porphyry project in Arizona, USA, near the world-class Bagdad mine. Kodiak’s porphyry projects have both been historically drilled and present known mineral discoveries with the potential to hold large-scale deposits.
Kodiak’s founder and Chairman is Chris Taylor who is well-known for his gold discovery success with Great Bear Resources. Kodiak is also part of Discovery Group, one of Canada’s leading exploration organizations.
Neither the 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”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and similar expressions are intended to identify forward looking statements. In particular, this press release contains forward looking statements concerning the Concurrent Financing, including the size of the Concurrent Financing and the proceeds thereof, the proposed use of proceeds, and the expected receipt of regulatory and stock exchange approvals. 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 prove 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, many of which are beyond the Company’s ability to control or predict. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, conditions in the equity financing markets, stock market volatility, unquantifiable risks related to government actions and interventions, the termination of any agreement governing the Concurrent Financing, changes in laws or permitting requirements, failure to obtain necessary regulatory approvals as well as those risks identified in the Company’s annual Management Discussion & Analysis.
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.