Kay Copper Files TSXV Listing Application for US-Focused Copper Exploration Company
News related to:Kay Copper Corporation · 3 min read
Kay Copper Corporation, formerly known as Railtown II Capital Corporation, has taken significant steps towards its transformation into a US-focused copper exploration company. On September 18, 2026, the company filed an initial listing application with the TSX Venture Exchange (TSXV) for the proposed listing of its common shares. This move is part of a broader transaction that includes the acquisition of two copper exploration projects and the reconstitution of its management and board of directors.
On September 17, 2026, definitive, binding agreements were executed to create a new private company, NewCo, which will acquire the 100% owned Mohave project from Kodiak Copper Corp. and the 100% owned Copper Hill project from Teck Resources Limited. In exchange, each company will receive 20 million common shares of NewCo, valued at $0.25 per share. The transaction is expected to generate synergies and unlock value that is not currently recognized within the current corporate structures.
The NewCo Concurrent Financing, completed on the same day, raised gross proceeds of C$5,369,750 through the issuance of 21,479,000 subscription receipts at $0.25 per receipt. These funds are intended to fund exploration work programs at both projects, with the expectation that they will be released upon the closing of the Transaction, subject to certain conditions.
Completion of the Transaction is anticipated in October 2026, but it remains subject to a number of conditions, including the acceptance of the Listing Application by the TSXV and other customary closing conditions. There is no guarantee that the Transaction will be completed.
Strategic rationale for the Transaction includes the creation of a conducive environment for domestic critical mineral projects in the United States, particularly in Arizona, which accounts for 70% of US copper production in 2025. The two 100% owned exploration-stage copper porphyry projects offer near-term exploration upside, with multiple drill-ready targets that can be advanced quickly. The experienced team behind the projects is expected to create shareholder value.
Upon completion of the Transaction, Kay Copper is expected to have approximately 75.8 million common shares outstanding, with ownership held as follows: Kodiak: 26.4%, Teck: 26.4%, Kay Copper existing shareholders: 7.9%, NewCo Initial Financing subscribers: 11.0%, and NewCo Concurrent Financing subscribers: 28.3%.
Teck Resources Limited, a major player in the mining industry, is expected to beneficially hold or exercise control or direction over 20 million common shares of Kay Copper, representing approximately 26.4% of the issued and outstanding common shares of Kay on a non-diluted basis, immediately following the closing of the Transaction. Teck intends to review its investment in Kay Copper on a continuing basis and may, from time to time and at any time, acquire additional equity or debt securities or instruments, through open market transactions, private placements, and other privately negotiated transactions, or otherwise.
The management and board of directors of Kay Copper will be reconstituted upon closing of the Transaction. Adam Schatzker is expected to lead the management team as Chief Executive Officer, with Mark Osterberg as VP Exploration and Chris Hopkins as Chief Financial Officer. Claudia Tornquist, Carolyn Loder, Neil Pettigrew, Ron Ho, and Adam Schatzker are expected to comprise the board of directors. Chris Taylor, John Robins, Jim Paterson, Peter Damouni, Victor Cantore, and Tom McCandless are expected to be advisors to Kay Copper, and the company will be part of Discovery Group™.
The Transaction is expected to close by December 31, 2026, with the ability to extend the outside date upon agreement by the applicable parties if necessary. There can be no assurance that the Transaction will be completed as proposed, or at all.