Kodiak Copper Upsizes Financing To C$13.1 Million

June 02, 2026 3:05 PM EDT | Source: Kodiak Copper Corp.

Vancouver, British Columbia--(Newsfile Corp. - June 2, 2026) - Kodiak Copper Corp. (TSXV: KDK) (OTCQX: KDKCF) (FSE: 5DD1) (the " Company " or " Kodiak ") announces that, as a result of strong investor demand, the Company and Paradigm Capital Inc. have agreed to increase the size of the Company's previously announced "best efforts" private placement offering pursuant to the Listed Issuer Financing Exemption (as defined herein) of up to approximately C$13.1 million (the " Offering ") (see news release June 1^st, 2026 ). Paradigm Capital Inc. is acting as lead agent and sole bookrunner for the Offering, on its own behalf and on behalf of a syndicate of agents (the " Agents ").

The upsized Offering will consist of:

(i) up to 8,339,900 charity flow-through common shares of the Company (the " Charity FT Shares ") which will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the " ITA ")), at a price of C$1.271 per Charity FT Share for gross proceeds of up to approximately C$10.6 million; and

(ii) up to 3,048,900 common shares of the Company (the " HD Shares ", and together with the Charity FT Shares, the " Offered Securities "), at a price of C$0.82 per HD Share for gross proceeds of up to approximately C$2.5 million.

In addition, the Company has granted the Agents an option (the " Agents' Option ") to sell that number of additional HD Shares and/or Charity FT Shares at their respective issue prices for amended additional proceeds of up to 15% of the aggregate gross proceeds of the Offering, exercisable by the Agents up to 48 hours prior to the closing of the Offering. The Offering will be completed pursuant to the terms of an agency agreement to be entered into among the Company and the Agents.

The net proceeds from the issue of the HD Shares will be used for working capital and general corporate purposes. The Company will use an amount equal to the gross proceeds received by the Company from the sale of the Charity FT Shares to incur eligible "Canadian exploration expenses" (as defined in the ITA) that qualify as "flow-through critical mineral mining expenditures" (as defined in the ITA) and as "BC flow-through mining expenditures" as ‎defined in the Income Tax Act (British Columbia) (the " Qualifying Expenditures ") related to the Company's projects in British Columbia, on or before December 31, 2027, and to renounce all the Qualifying Expenditures in favour of the initial subscribers of the Charity FT Shares effective December 31, 2026. In the event that the Company does not renounce on or prior to December 31, 2026 Qualifying Expenditures in an amount equal to the issue price of the Charity FT Shares for each Charity FT Share purchased and/or if the amount of the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each Charity FT Share subscriber for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures or as a result of the reduction as agreed.

The Offering is expected to close on or about June 25, 2026, or such other date as the Company and the Agents may agree 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 TSX Venture Exchange (the " TSXV ").

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), the Charity FT Shares and HD Shares issuable under the Offering will be offered for sale to purchasers resident in each of the provinces of Canada, except Québec, and/or other qualifying jurisdictions, which may include subsequent purchasers, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " Listed Issuer Financing Exemption "). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Offered Securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

Certain insiders and shareholders of the Company are expected to participate in the Offering and the participation of insiders will be considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that 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 Offering, insofar as it involves the insiders, will exceed 25% of the Company's market capitalization (as determined under MI 61-101).

The Offered Securities 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 sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.‎

There is an amended and restated offering document related to the Offering (the " Offering Document ") that can be accessed under the Company's profile at and on the Company's website at . Prospective investors should read this Offering Document before making an investment decision concerning the Offered Securities.

On behalf of the Board of Directors
Kodiak Copper Corp.

Claudia Tornquist
President & CEO

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