en.Wedoany.com Reported - Kay Copper Corp. announced it is advancing a transaction to inject the Mohave and Copper Hill copper projects in Arizona, held by Kodiak Copper Corp. and Teck Resources Limited respectively, into its newly formed subsidiary NewCo, thereby creating a U.S.-focused copper exploration company and planning to apply for a listing on the TSX Venture Exchange (TSXV).
Under the transaction terms, NewCo will acquire the two projects from Kodiak Copper Corp. and Teck Resources Limited respectively, issuing 20 million common shares to each party at a deemed price of US$0.25 per share. Subsequently, NewCo will complete a triangular merger with a subsidiary of Kay Copper, after which NewCo shareholders will receive shares of Kay Copper. Kay Copper will apply to trade on the TSXV under the name Kay Copper Corp.
The transaction is currently progressing as planned and is expected to close in the third quarter of 2026. NewCo, incorporated for the transaction, has completed a non-brokered initial financing, raising US$830,000 from investors at US$0.10 per share, aimed at meeting TSXV pre-listing distribution requirements.
In terms of management appointments, Mark Osterberg will serve as Vice President of Exploration for Kay Copper upon completion of the transaction. Osterberg is an exploration geologist with a Ph.D. from the University of Arizona, who has worked at Gold Fields Mining Corporation, Cyprus Mining Company, and BHP, focusing on porphyry copper deposit exploration. Since 2001, he has served as the founding principal of Mine Mappers, LLC, a consulting firm serving major and junior mining companies.
To advance the transaction, NewCo plans to concurrently complete a subscription receipt financing, issuing at C$0.25 per share, with a minimum total raise of C$4 million. The proceeds will be placed in escrow and released upon completion of the transaction and satisfaction of specific conditions, to fund the 2026 exploration programs for both projects. If the escrow release conditions are not met, subscription receipt holders will receive a refund of their funds.
Final completion of the transaction remains subject to ongoing negotiations, execution of definitive agreements, due diligence, consents from all parties, and regulatory approvals, and must satisfy TSXV listing requirements. There can be no assurance that the transaction or concurrent financing will be completed as proposed, or at all.
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