Kodiak Copper Corp. (the “Company” or “Kodiak”) (TSX-V: KDK, OTCQB: KDKCF, Frankfurt: 5DD1) announces that it intends to complete a non-brokered private placement financing for gross proceeds of up to $5 million (the “Offering”). The Offering will consist of the issuance of a combination of the following securities:
- Charity flow-through units (the “Charity FT Units”) that will be issued as part of a charity arrangement, each of which Charity FT Unit will consist of one common share of the Company (a “Common Share”) and one-half of one transferable common share purchase warrant (each whole warrant, a “Charity FT Warrant”), both of which will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”)), at a price of $0.70 per Charity FT Unit;
- Common share units (the “HD Units”), each of which HD Unit will consist of one non-flow-through Common Share and one-half of one non-transferable, non-flow-through common share purchase warrant (each whole warrant, a “Warrant”), at a price of $0.42 per HD Unit.
Claudia Tornquist, President and CEO of Kodiak said, “We are seeing financing interest and have received a substantial lead order from a well-regarded institutional investor as well as strong support from our existing shareholder base. This financing will fully fund our 2025 exploration program and we are looking forward to a busy year with important catalysts including the maiden resource estimate for our MPD copper-gold project in British Columbia as well as continued discovery success at this truly target-rich project.”
Each Charity FT Warrant and Warrant issuable under the Offering will entitle the holder to purchase one non-flow-through Common Share at an exercise price of $0.75 for a period of 24 months following the closing date. Further, in the event that, after the statutory hold period of four months and a day from the closing date, the Company’s Common Share price closes at or above $0.95 on the TSX Venture Exchange (“TSXV”) for 20 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Charity FT Warrants and the Warrants accelerating the expiry date of the Charity FT Warrants and the Warrants to the date that is 30 days following such notice, and any unexercised Charity FT Warrants and Warrants after such period shall automatically expire.
The net proceeds from the sale of the HD Units will be used for working capital and general corporate purposes. The Company will use an amount equal to the gross proceeds received from the sale of the Charity FT Units, pursuant to the provisions in the Tax Act, to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Tax Act (the “Qualifying Expenditures”) related to the Company’s projects in British Columbia, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the Charity FT Units effective December 31, 2025. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each Charity FT Unit subscriber for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
The Offering is expected to close on or about March 18, 2025, or on any other date or dates as the Company may determine, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSXV. The securities issued pursuant to the Offering, and the underlying securities, will be subject to a hold period of four months and one day from the date of closing.
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