TSX-V-listed Kodiak Copper Corporation has entered into a non-binding letter of intent with a subsidiary of Vancouver-based diversified miner Teck Resources and an unlisted reporting issuer Kay Copper Corporation to create a new US-focused copper exploration company.

Kodiak Copper, Teck American and Kay Copper aim to undertake a three-cornered amalgamation, whereby Kodiak will vend its 100%-owned Mohave project and Teck American would vend its 100%-owned Copper Hill project, both located in Arizona, into a subsidiary of Kay Copper.

The new US-focused copper company will apply to list its shares on the TSX-V.

The transaction is subject to ongoing negotiations, the execution of definitive agreements, due diligence and regulatory approval, as well as initial financing for the new company.

Should the merger proceed, Kodiak is confident that it can create synergies and unlock value that is not being recognised within the current corporate structures.

The company says the US is currently a conducive environment for domestic critical minerals project investment and Arizona itself is a premier jurisdiction with a prolific mining district that produced 70% of the US’ copper in 2025.

Should the deal proceed, it will combine two wholly-owned exploration-stage copper porphyry projects with near-term exploration upside – Kodiak confirms multiple drill-ready targets are present on both projects that can be advanced quickly.

Moreover, Kay Copper is expected to be a well-funded company with Teck and Kodiak at its backing, combined with support of Discovery Group.

The new company is anticipated to issue each of Kodiak and Tech 20-million common shares at a deemed price of $0.25 apiece as consideration for Mohave and Copper Hill, respectively. The share price is deemed for transaction purposes and does not represent a valuation of the projects.

The new company also intends to complete a non-brokered initial financing to the incoming management, board and investors at $0.10 apiece for gross proceeds of up to $830 000 that will be used for exploration.

Upon closing of the deal, should it proceed, the new company ownership will comprise Kodiak with a 28% stake, Teck with 28%, Kay Copper’s existing shareholders with 9%, new company initial financing subscribers with 12% and new company concurrent financing subscribers with 23%.