Ms. Claudia Tornquist reports

KODIAK CLOSES OVERSUBSCRIBED $8 MILLION BOUGHT DEAL PRIVATE PLACEMENT, INCLUDING FULL EXERCISE OF UNDERWRITERS' OPTION

Kodiak Copper Corp. has closed its oversubscribed bought deal financing previously announced on Sept. 3, 2025, with Canaccord Genuity Corp. as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, including Cormark Securities Inc. and Paradigm Capital Inc., for aggregate gross proceeds to the company of $8,050,120, including the exercise in full of the underwriters' option.

Pursuant to the offering, a total of:

1. 6.05 million charity flow-through (FT) units were issued as part of a charity arrangement, each of which charity FT unit consisted of one common share of the company and one-half of one transferable common share purchase warrant, each of which qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)), at a price of $1 per charity FT unit for gross proceeds of $6.05-million;
2. 3,226,000 units were issued, each of which HD (hard-dollar) unit consisted of one non-flow-through common share and one-half of one warrant, at a price of 62 cents per HD unit for gross proceeds of $2,000,120.

Each warrant entitles the holder to purchase one non-flow-through common share at an exercise price of 95 cents for a period of 24 months following the closing date.

Kodiak's largest shareholder, Konwave AG, a prominent European resource fund, participated in the financing, maintaining its proportionate equity ownership in the company.

Claudia Tornquist, president and chief executive officer of Kodiak, said: "We are very pleased with the strong demand from new investors for this financing, as well as the confidence and support shown by our existing shareholders. With a solid balance sheet, we can now confidently accelerate work at our MPD project in Southern British Columbia. The announcement of our maiden resource, expected later this year will be an important catalyst and stepping stone as we move into the next phase of growth. With significant scope to expand the resource, as well as many opportunities for further discoveries on this highly prospective property, I am excited about what lies ahead for Kodiak and look forward to delivering meaningful value for our shareholders."

In consideration for their services, the company paid to the underwriters a cash fee equal to 6 per cent of the gross proceeds of the offering (reduced to 3 per cent for certain orders on a president's list). The company also issued to the underwriters non-transferable common share purchase warrants equal to 6.0 per cent of the number of units sold in the offering (reduced to 3 per cent for certain orders on the president's list). Each compensation warrant entitles the holder to purchase one non-flow-through common share at an exercise price of 95 cents for a period of 24 months following the closing date.

All securities issued under the offering are subject to a four-month hold period ending on Jan. 26, 2026. The offering remains subject to final acceptance of the TSX Venture Exchange.

Insiders of the company subscribed for a total of 79,000 HD units for aggregate gross proceeds of $48,980. The participation of insiders in the offering 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. 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 offering, 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 per cent of the company's market capitalization (as determined under MI 61-101).

The net proceeds from the issue of the HD units will be used for working capital, general corporate purposes and the advancement of the company's project in Arizona. The company will use an amount equal to the gross proceeds received by the company from the sale of the charity FT units, pursuant to the provisions in the Income Tax Act (Canada), 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) and, if applicable, as a British Columbia flow-through mining expenditure as defined in the Income Tax Act (British Columbia) on the company's project in British Columbia, on or before Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the charity FT units effective Dec. 31, 2025. In the event that the company is unable to renounce the qualifying expenditures and/or 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.

About Kodiak Copper Corp.

Kodiak is focused on its 100-per-cent-owned copper porphyry projects in Canada and the United States that have been historically drilled and present known mineral discoveries with the potential to hold large-scale deposits. Kodiak Copper's most advanced asset is the 100-per-cent-owned MPD copper-gold porphyry project in the prolific Quesnel terrane in south-central British Columbia, Canada, a mining district with producing mines and excellent infrastructure. MPD exhibits all the hallmarks of a major, multicentred porphyry district with the potential to become a top-tier mine. To date, drilling has outlined seven substantial mineralized zones across the property and kodiak is delivering an initial resource estimate for MPD in 2025. The initial resource estimate for the first four mineralized zones announced in June, 2025, has already highlighted the project's scale and potential. Drill results on the remaining three zones from Kodiak's 2025 exploration program will be incorporated into the full initial resource estimate, expected by year-end. With known mineralized zones open to expansion and multiple untested targets, Kodiak continues to systematically explore the district-scale potential of MPD to build critical mass and make the next discovery.

Kodiak's founder and chairman is Chris Taylor, who is 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.

We seek Safe Harbor.