Kay Copper Corporation Updates on Progress of Previously Announced Transaction to Create New US-Focused Copper Exploration Company

Vancouver, British Columbia--(Newsfile Corp. - June 22, 2026) - Kay Copper Corporation (formerly Railtown II Capital Corp), currently an unlisted reporting issuer, is pleased to provide an update on the proposed transaction announced on April 29, 2026 (the "Transaction") with Teck Resources Limited (collectively with its subsidiary Teck American Incorporated, "Teck") and Kodiak Copper Corp. ("Kodiak").

Under the Transaction, Kodiak would vend its 100% owned Mohave project ("Mohave") and Teck would vend its 100% owned Copper Hill project ("Copper Hill"), both located in Arizona, into a subsidiary of Kay Copper to create a new US-focused copper exploration company that would apply to list its shares on the TSX Venture Exchange ("TSXV"). The Transaction is subject to ongoing negotiations, the execution of definitive agreements, due diligence, consents and regulatory approval, approval of the TSXV and the completion of the Newco Concurrent Financing (as defined below). There is no guarantee that the Transaction will be completed.

Transaction Progress

• The Transaction is advancing as planned and is expected to close in the third quarter of 2026;
• A new private company has been incorporated ("NewCo") for the purposes of the Transaction;
• NewCo has completed a non-brokered initial financing at $0.10 per share for gross proceeds of $830,000 (the "NewCo Initial Financing") to a broad group of investors, which is intended to support the distribution requirement for a listing on the TSXV;
• Mark Osterberg will join Kay Copper as Vice President, Exploration on closing of the Transaction. Other management and board appointments are being finalized and will be announced in due course; and
• The drafting of definitive agreements, due diligence and NewCo Concurrent Financing (as defined below) are under way in preparation for the application to list on the TSXV.

Management Appointment – VP Exploration

Further to the previously announced management and board appointments (see news release of April 29, 2026), Mark Osterberg has been named VP Exploration of Kay Copper. Mark is an exploration geologist with decades of base and precious metals mining experience, with a strong focus on porphyry copper deposits. He earned a PhD from the University of Arizona and spent the first half of his career working for Gold Fields Mining Corporation, Cyprus Mining Company, and BHP focused primarily on porphyry deposit exploration including Bagdad, Robinson, and Ok Tedi. Since 2001, he has worked as the founding principal for Mine Mappers, LLC, a geological consulting firm specializing in resource discovery and delineation, working for both major and junior mining and exploration companies.

Transaction Overview

The Transaction is anticipated to include the following steps:

• NewCo would acquire Mohave and Copper Hill from Kodiak and Teck respectively and issue to each of Kodiak and Teck 20 million common shares at a deemed price of $0.25 per share as consideration for Mohave and Copper Hill, respectively. The $0.25 share price is a deemed price for transaction purposes only and does not represent a valuation;
• NewCo would complete a three-cornered amalgamation with Kay Copper (the "Amalgamation"), whereby Newco would merge with a newly formed subsidiary of Kay Copper and the holders of shares of Newco would receive one share of Kay Copper for each Newco share held;
• Concurrently with the Amalgamation, Kay Copper would apply to list its shares for trading on the TSXV under the name of Kay Copper Corp; and
• Completion of the Transaction is subject to customary closing conditions including the completion of due diligence by each of Kodiak, Teck and Kay Copper, negotiating and executing definitive agreements, obtaining all necessary consents and regulatory approvals, TSXV acceptance and satisfaction of applicable listing requirements, the completion of the NewCo Concurrent Financing (as defined below) and other conditions.

Further details regarding the Transaction will be provided as the process continues to advance.

There can be no assurance that the Transaction or NewCo Concurrent Financing (as defined below) will be completed as proposed, or at all.

NewCo Concurrent Financing

In connection with the Transaction, NewCo intends to complete a subscription receipt financing at $0.25 per share for minimum gross proceeds of C$4.0 million (the "NewCo Concurrent Financing").

• Proceeds are intended to fund exploration work programs to materially advance both projects in 2026.
• Gross proceeds would be held in escrow and released concurrently with closing of the Transaction and upon satisfaction of specified escrow release conditions, including completion of the asset acquisitions, Amalgamation, and TSXV conditional approval, and all requisite corporate and regulatory approvals.
• If escrow release conditions are not satisfied, subscription receipt holders would be entitled to a return of funds in accordance with the terms of the subscription receipts.

See previous news release dated April 29^th, 2026 for additional details concerning the proposed Transaction.

On behalf of the Board of DirectorsKay Copper Corp.

Cameron WhiteDirector

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statement (Safe Harbor Statement): This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words "anticipate", "plan", "can", "could", "continue", "expect", "estimate", "objective", "may", "will", "would", "project", "shall", "should", "predict", "potential" and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements concerning: the proposed creation of a new U.S.-focused copper exploration company expected to list on the TSXV; Kodiak vending Mohave to NewCo; Teck vending Copper Hill to NewCo; that NewCo will be positioned for meaningful growth; completion of the NewCo Concurrent Financing; completion of the Amalgamation; the successful negotiation and execution of a definitive agreement; the receipt of consents or regulatory approvals, including potential TSXV approval; the closing of the Transaction in the third quarter of 2026, or at all; the closing of the NewCo Concurrent Financing; that Mark Osterberg will join Kay Copper as Vice-President Exploration on closing of the Transaction; and the future investor rights of Teck and Kodiak and future offtake rights of Teck regarding NewCo. Although Kay Copper believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Kay Copper cannot give any assurance that they will occur or prove to be correct. Since forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with: the ability of the parties to execute their business objectives related to the Transaction; the ability of the parties to negotiate and execute definitive agreements; the parties expectations regarding future results from Mohave and Copper Hill; the ability to obtain necessary capital for the NewCo Concurrent Financing; conditions in the equity financing markets; receipt of regulatory and shareholder approvals; the impact of increasing competition; the regulatory framework regarding royalties, taxes and environmental matters; the ability to achieve potential synergies and unlock value from the Transaction; and the nature of the proposed business of NewCo, including the exploration and production of natural resources.

Management has provided the above summary of risks and assumptions related to forward-looking statements in this press release in order to provide readers with a more comprehensive perspective on Kay Copper's future operations. Kay Copper's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Kay Copper will derive from them. These forward-looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, Kay Copper disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/302265