Ms. Claudia Tornquist reports

KODIAK COPPER UPDATES ON PROGRESS OF PREVIOUSLY ANNOUNCED TRANSACTION TO CREATE NEW US-FOCUSED COPPER EXPLORATION COMPANY

Kodiak Copper Corp. has provided an update on the proposed transaction announced on April 29, 2026, with Teck Resources Ltd. (collectively with its subsidiary Teck American Inc.) and Kay Copper Corp. (formerly Railtown II Capital Corp.), currently an unlisted reporting issuer.

Under the transaction Kodiak would vend its 100-per-cent-owned Mohave project and Teck would vend its 100-per-cent-owned Copper Hill project, both located in Arizona, into a subsidiary of Kay Copper to create a new United States-focused copper exploration company that would apply to list its shares on the TSX Venture Exchange. The transaction is subject to continuing negotiations, the execution of definitive agreements, due diligence, consents and regulatory approval, approval of the TSX-V, 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 10 cents per share for gross proceeds of $830,000 to a broad group of investors, which is intended to support the distribution requirement for a listing on the TSX-V;
• 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;
• 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 TSX-V.

Claudia Tornquist, president and chief executive officer of Kodiak, said: "I am pleased to report that the previously announced transaction to create Kay Copper, a U.S.-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. Mr. Osterberg 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 Corp., 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 25 cents per share as consideration for Mohave and Copper Hill, respectively. The 25-cent 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, 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 TSX-V under the name of Kay Copper Corp.
• 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, TSX-V 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 25 cents per share for minimum gross proceeds of $4.0-million.

• Proceeds are intended to finance 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 TSX-V 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 70.3 million common shares outstanding, on an undiluted basis, with ownership expected to be held approximately as follows:

• Kodiak: 28 per cent;
• Teck: 28 per cent;
• Kay Copper existing shareholders: 9 per cent;
• NewCo initial financing subscribers: 12 per cent;
• NewCo concurrent financing subscribers: 23 per cent.

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.

About Kodiak Copper Corp.

Kodiak is focused on advancing its 100-per-cent-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, multicentred 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 led by John Robins, one of the most successful mining entrepreneurs in Canada.

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