Kodiak Copper Corp. — Interim / Quarterly Report 2020

May 29, 2020

KODIAK COPPER CORP.

(Formerly Dunnedin Ventures Inc.) MANAGEMENT DISCUSSION AND ANALYSIS

Form 51-102F1

For the Six Months Ended March 31, 2020

Containing information up to and including May 28, 2020

KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

This Management Discussion and Analysis (“MD&A”) focuses on significant factors that affected Kodiak Copper Corp.(formerly Dunnedin Ventures Inc.) (the “Company” or “Kodiak”) during the six months ended March 31, 2020 and is current to May 28, 2020. The MD&A supplements but does not form part of the condensed interim consolidated financial statements (“financial statements”) of Kodiak and the notes thereto for the six months ended March 31, 2020 and 2019, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). Consequently, the following discussion and analysis should be read in conjunction with the financial statements and the notes thereto for the six months ended March 31, 2020 and 2019.

On April 1[st] , 2020 the Company changed its name from Dunnedin Ventures Inc. to Kodiak Copper Corp and shares commenced trading on the Toronto Venture Exchange under the ticker symbol (“KDK”) on the basis of five (5) pre-consolidation shares to one (1) post consolidation share.

All share and per share amounts are shown on a post-consolidated basis retroactively throughout this MD&A.

All dollar amounts referred to in this MD&A are expressed in Canadian dollars except where indicated otherwise.

FORWARD-LOOKING STATEMENT

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forwardlooking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “anticipates”, “believes”, “estimates”, “expects” and similar expressions, or the negatives of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. Specifically, this MD&A includes, but is not limited to, forward-looking statements regarding: the potential of Kodiak’s properties to contain diamonds and base metal deposits; the Company’s ability to meet its working capital needs at the current level for the 12-month period ending March 31, 2021; the plans, costs, timing and capital for future exploration and development of Kodiak’s property interests, including the costs and potential impact of complying with existing and proposed laws and regulations; management’s outlook regarding future trends; prices and price volatility for diamonds and base metals; and general business and economic conditions.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Kodiak’s ability to predict or control. These risks, uncertainties and other factors include, but are not limited to, diamonds and base metal deposits, price volatility, changes in debt and equity markets, timing and availability of external financing on acceptable terms, the uncertainties involved in interpreting geological data and confirming title to Kodiak’s properties, the possibility that future exploration results will not be consistent with the Company’s expectations, increases in costs, environmental compliance, and changes in environmental and other local legislation and regulation, interest rate and exchange rate fluctuations, changes in economic and political conditions and other risks involved in the minerals exploration and development industry, as well as those risk factors listed in the “Risks and Uncertainties” section below. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements. Actual results and developments are likely to differ, and may differ materially from those expressed or implied by the forward-looking statements contained in the MD&A. Such statements are based on a number of assumptions about the following: the availability of financing for Kodiak’s exploration and development activities; operating and exploration costs; Kodiak’s ability to retain and attract skilled staff; timing of the receipt of regulatory and governmental approvals for exploration projects and other operations; market competition; and general business and economic conditions.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

Forward-looking statements may be affected by known and unknown risks, uncertainties and other factors that may cause Kodiak’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise any forward-looking statements, whether as a result of new information or future events or otherwise, except as may be required by law. If Kodiak does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

HIGHLIGHTS AND RECENT DEVELOPMENTS

On April 8, 2020 the Company announced that it had contracted a ZTEM[TM ] airborne geophysical survey to be flown in preparation for the Phase ll drilling program at the MPD copper-gold porphyry project. The Phase II drill program will be designed to expand mineralization at the Gate Zone using step-out drilling to target higher-grade mineralization along strike, and up dip to shallower depths. It will also test the depth and extent of significant mineralization noted at the Dillard Zone. The survey is expected to be completed by June 30, 2020.

On April 1, 2020 the Company announced that it completed its name change to Kodiak Copper Corp and that its common shares trade on the TSX Venture Exchange under the ticker symbol “KDK” on the basis of five (5) preconsolidation common shares for every one (1) post-consolidation common share.

All share and per share amounts are shown on a post-consolidated basis retroactively throughout this MD&A.

The novel coronavirus (“COVID-19”) has caused many countries to implement measures to reduce the spread of the virus. On March 18, 2020, the Province of B.C. issued a provincial state of emergency decree that limited activities within the province, and required most people to work from their homes. On March 18, the Company closed its offices in Vancouver and reduced staff its staff to a minimum. As at the date of these interim condensed consolidated financial statements, the office closures and staff reductions are still in effect. The effect and duration of COVID-19 and government responses to it are unknown. Consequently, management anticipates, but cannot predict the effect of unknown adverse changes to its future business plans, financial position, cash flows, and results of operations.

On March 12, 2020 the Company announced that it had closed a previously announced non-brokered private placement for gross proceeds of $2,772,000 and that the company planned to change its name to Kodiak Copper Corp and consolidate the Company’s common shares on the basis of one (1) new post-consolidation common share for every five (5) pre-consolidation common shares. The Company issued 2,035,843 non flow-through units at a price of $0.35 per unit, 233,300 flow-through units at a price of $0.45 per unit and 3,772,798 charity flowthrough units at a price of $0.525 per Unit. Each Unit consists of one pre-consolidation common share and onehalf-of-one common share purchase warrant entitling the holder to acquire an additional pre-consolidation common share at a price of $0.55 for a period of twenty-four months. The common share purchase warrants issued as part of the Units are subject to accelerated expiry in the event the common shares of the Company trade on the TSX Venture Exchange at a closing price of $1.25 per pre-consolidation share or more for twenty consecutive trading days. In connection with the closing the Company paid finders’ fees of $140,179 and issued 348,616 common share purchase warrants exercisable at the same price as the placement warrants to acquire common shares of the Company to eligible parties who introduced subscribers to the placement. All securities issued in connection with the private placement are subject to a four-month-and-one-day statutory hold period from the date of issue, expiring on July 13, 2020.

Proceeds of the Offering will be used to fund the Company’s exploration programs on its wholly owned, advanced-stage copper porphyry exploration projects in British Columbia and Arizona, and for general corporate purposes. The Company held a special and annual general meeting of the Company’s shareholders on March 25, 2020, to seek shareholder approval to the Consolidation. The Company also granted an aggregate of 965,000

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

stock options to management, directors and consultants of the Company, exercisable at C$0.35 per preconsolidation share for a period of five years.

On January 16, 2020 the Company reported results from the first drill program at its 100% owned MPD coppergold porphyry project in southern British Columbia.

Hole MPD-19-003 discovered the highest grade porphyry copper-gold mineralization reported in drill core at the MPD property to-date and is now referred to as the “Gate Zone”. Higher grade intervals include 74.9 metres of 0.54% CuEq (0.43% Cu and 0.11 g/t Au) from 297.0 metres to 371.9 metres and 102.0 metres of 0.68% CuEq (0.53% Cu and 0.16 g/t Au) from 404.9 metres to 507.0 metres within 340.7 metres of 0.42% CuEq (0.33% Cu and 0.09 g/t Au) from 219.0 metres to 559.7 metres.

On December 12, 2019, the Company announced that it has closed a previously announced non-brokered private placement of non flow-through units (each, a “NFT Unit”) and flow-through units (each, a “FT Unit“) for gross proceeds of $605,850 (the “Offering”). The Company has issued 721,600 NFT Units at a price of $0.375 per share and 596,000 FT Units at a price of $0.5625 per share through the Offering. Each Unit consists of one common share and one-half-of-one common share purchase warrant entitling the holder to acquire an additional common share at a price of $0.75 for a period of twenty-four months. The warrants are subject to accelerated expiry in the event the common shares of the Company trade at a closing price of at least $1.25 for 20 consecutive trading days.

Proceeds of the Offering will be used to fund the Company’s exploration programs on its wholly owned, advanced-stage copper porphyry exploration projects in British Columbia and Arizona, and for general corporate purposes.

On October 28, 2019, the Company announced the commencement of its inaugural 2019 drill program at the 100% owned MPD Copper-Gold Porphyry Project in Southern Central British Columbia. Initial drilling at MPD will consist of 1,500 metres of HQ/NQ size core to test significant porphyry-copper mineralization at depth at the Prime Zone and gold-rich mineralization intersected during historic work at the Man Zone. Kodiak has received a multi-year, area-based Exploration Permit with the British Columbia Ministry of Energy, Mines and Petroleum Resources allowing up to 18 drill pads and up to 10 mechanical trenching sites in 2019 and 2020.

On August 28, 2019, the Company announced further sampling and prospecting results from its MPD CopperGold Porphyry project. Assay results from prospecting work at MPD include high copper and gold values in the Dillard Zone, including 0.80% copper with 0.32 g/t gold, and 0.76% copper with 0.24 g/t gold in grab samples, and copper-gold and gold-silver mineralization in the Prime Zone, including 0.49% copper with 0.26 g/t gold over 2 metres and; 1.03 g/t gold with 9.40 g/t silver in grab samples. Soil sample results have identified new copper-gold targets 550 metres southeast of Man.

On August 22, 2019, the Company announced the first results from the 2019 exploration program at its MPD Copper-Gold Porphyry project. The Company collected 93 rock chip samples covering 127 metres of aggregate strike length of reopened historical trenches from the Man area. New assay results included 0.89% copper and 0.04 g/t gold over 46.0 metres, including 1.83% copper and 0.08 g/t gold over 12.0 metres.

On August 1, 2019, the Company announced the commencement of the 2019 exploration program at the MPD Copper-Gold Porphyry Project in Southern Central British Columbia. In preparation for drilling at MPD, work has begun to survey previous drill holes and trench sites, tie-in historic exploration data, prospect new areas of interest and confirm access for proposed drill sites. Historic surface trenches from 1980 and earlier are being resampled by hand-trenching to substantiate mineralization and determine geological-geochemical controls within key target areas. In addition, soil geochemical surveys are being carried out to augment and in-fill anomalies identified in historic surveys.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

On June 26, 2019, the Company announced it will extend the expiry dates of 1,791,400 outstanding Kodiak warrants by two years and approval had been received from the TSX Venture Exchange. The Warrants were originally issued on July 17, 2017 in connection with a private placement of units of the Company.

Chris Taylor moved from the position of CEO to become the chairman of the board, with Claudia Tornquist assuming the role of CEO in addition to her President’s role. Steven Krause has been appointed the lead independent director.

On April 29, 2019 the Company announced that it has closed a non-brokered private placement of non flowthrough units (each, a “NFT Unit”) and flow-through units (each, a “FT Unit“) for gross proceeds of $1,482,050 (the “Offering”). The Company has issued 2,291,800 NFT Units at a price of $0.375 per share and 1,106,890 FT Units at a price of $0.5625 per share through the Offering. Each Unit consists of one common share and one-halfof-one common share purchase warrant entitling the holder to acquire an additional common share at a price of $0.75 for a period of twenty-four months. Proceeds of the Offering will be used to fund the Company’s exploration program on the MPD copper porphyry project in British Columbia, the Mohave copper project in Arizona, and for general corporate purposes

On March 20, 2019 the Company announced results from 109 till samples collected in the Josephine Target Area (JTA) during the fall of 2018. Results have defined a discrete target area for potential diamond sources of 3 km² at the head of the JTA, a trend of abundant high-quality diamond indicator minerals (DIM) for which no source is known yet.

On March 4, 2019, the Company announced it has entered into a letter of intent to acquire 100% of the Mohave copper-molybdenum-silver porphyry project (“Mohave”) in Mohave County, Arizona, USA, from Bluestone Resources Inc. Mohave has the potential to host a large-scale copper porphyry deposit with silver and molybdenum credits. Its geology is considered analogous to Freeport McMoran’s (NYSE: FCX) Bagdad copper porphyry mine which is located approximately 33 km to the east of Mohave. The Company announced that it had completed the acquisition of Mohave on May 22, 2019.

On January 10, 2019, the Company provided a year-end update via a Presidents Letter from Claudia Tornquist. The letter summarized the progress made by the Company in 2018. Highlights included exploration results from the Kahuna diamond project, the strategy for Kodiak’s copper-gold porphyry portfolio, plus several corporate benchmarks such as financings, spin out of Solstice Gold Corp, and new appointments to the Board and advisors. On December 13, 2018, the Company announced diamond results from kimberlite pipe KH10-11 and announced the engagement of SRK Consulting to develop options for expanding and progressing the existing inferred diamond resource on the Kahuna and Notch dikes, as well as other diamondiferous dikes on the Kahuna property. Caustic fusion results from a representative 152.8-kilogram composite sample returned one diamond in the 0.212 – 0.300 mm sieve size.

On November 29, 2018, the Company announced it has entered into a purchase agreement to acquire 100% ownership of the 78.5 km² consolidated Man, Prime and Dillard properties, the “MPD Project” in south-central British Columbia.

On November 27, 2018, the Company provided an update on diamond exploration progress at the Kahuna Diamond Project and outlined strategic plans for its diamond and copper-gold assets. Kodiak also announced the appointment of Steven Krause, CPA, CA, ICD.D as director to the Board and chair of the audit committee. Mr. Krause has worked extensively in senior positions with mining, mineral exploration and development stage companies across North and South America. Mr. Krause is a Chartered Professional Accountant who holds a Certified Public Accountant designation in the state of Illinois, USA.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

On October 4, 2018, the Company announced diamond results from the KD900 kimberlite pipe tested by the summer 2018 RAB drilling program, Caustic Fusion results from 133.32 kilograms of KD900 processed included 18 diamonds larger than the 0.106 mm sieve size.

OVERVIEW

The Company was incorporated under the laws of the Province of British Columbia on January 12, 1987.

On April 1[st] , 2020 the Company changed its name from Dunnedin Ventures Inc. to Kodiak Copper Corp. Shares commenced trading on the Toronto Venture Exchange under the ticker symbol (“KDK”) on the basis of five (5) pre-consolidation share to one (1) post consolidation share.

All share and per share amounts are shown on a post-consolidated basis retroactively throughout the MD&A.

The Company’s common shares trade as a mining issuer on Tier 2 of the TSX-V under the trading symbol KDK.

MINERAL PROPERTIES

1. MPD PROPERTY, BRITISH COLUMBIA

On November 29, 2018 Kodiak announced a purchase agreement to acquire 100% ownership of the consolidated Man, Prime and Dillard properties (the “MPD Project”), in south-central British Columbia. The MPD Project is a good strategic fit with Kodiak’s 100% owned Trapper copper-gold porphyry project with which it forms a strong copper-gold porphyry portfolio that has the potential to stand alone from the Company’s Kahuna Diamond Project in the future. The consideration for MPD consisted of $100,000 in cash (paid); 360,000 Kodiak shares issued upon closing of the transaction; and an additional $100,000 in cash payable on April 1, 2019 (paid). A 1.25% to 2% NSR is payable on three of a total 28 mineral claims. No royalties are payable on the remaining 25 claims.

The consolidated 78.5 km² MPD land package is in the Quesnel Trough, British Columbia’s primary copperproducing belt that hosts among others Teck Resource’s world-class Highland Valley Mine, Copper Mountain’s namesake mine, New Gold’s New Afton Mine, and Centerra Gold’s Mount Milligan Mine. The MPD project’s Nicola Belt geology has many similar characteristics to the neighbouring alkalic porphyry systems at the Copper Mountain Mine to the south and the New Afton Mine to the north. The MPD Property is accessible year-round by service roads and trails from the adjacent highway linking Princeton and Merritt.

In total, 129 drill holes (25,780 metres) were completed from 1966 to 2014. Previous operators include Rio Tinto plc (LSE:RIO) and Newmont Mining Corp. (NYSE: NEM). Copper has been drill confirmed to-date across a large, 10 km² area. Historic drill results often have favourable gold to copper values, consistent with multiple porphyry centres having associated base and precious metal mineralization. In addition, large untested copper and gold-insoil anomalies represent new near-term drill targets on the property. Copper and gold mineralization extends from surface, with early historic drill holes rarely testing below 200 metres vertical depth.

Many historically drilled copper intervals at MPD have similar grades to those reported at adjacent copper mines. Highlights of historical drill results (1966 to 2014) include:

• 63.6 metres of 0.45% copper and 30 metres 0.92 g/t gold

• 194 metres of 0.29% copper and 0.27 g/t gold

• 120 metres of 0.21% copper and 0.92 g/t gold

• 403 metres of 0.14% copper and 0.07 g/t gold

• High gold grades include 3.0 metres of 7.0 g/t gold with 0.91% copper and 12 metres of 3.6 g/t gold

On August 22 the Company announced the first sampling and prospecting results from the 2019 MPD exploration program. Highlights of the results include:

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

• 0.89% copper and 0.04 g/t gold over 46.0 metres, including 1.83% copper and 0.08 g/t gold over 12.0 metres

• 0.60% copper and 0.14 g/t gold over 23.0 metres

• 0.57% copper and 3.26 g/t gold over 7.0 metres

• Mineralization is consistent with historical reports and confirm a significant copper-gold porphyry system is present on the property

• Mineralized porphyritic syenite-monzodiorite has a copper oxide overprint at surface, and contains copper sulfides

• (chalcopyrite, bornite) and pyrite confirmed by historic drilling

• Copper mineralization is associated with gold and silver mineralization

• • Elevated gold values appear spatially associated with late cross-cutting high-angle structures

On August 29 the Company announced further sampling and prospecting results from the 2019 MPD exploration program. Highlights of the results include:

• High copper and gold values at Dillard, including 0.80% copper with 0.32 g/t gold, and 0.76% copper with 0.24 g/t gold in grab samples

• Copper-gold and gold-silver mineralization at Prime, including 0.49% copper with 0.26 g/t gold over 2 metres and; 1.03 g/t gold with 9.40 g/t silver in grab samples

• Significant copper mineralization defined at Belcarra with 0.19% copper and 0.08 g/t gold trenched over 22.5 metres, 800 metres northwest of Man.

• 2019 soil sample results have identified new copper-gold targets 550 metres southeast of Man, in an area not yet tested by drilling, but comparable to soil anomalies over the known mineralization at the Man target

• Mineralization occurring in both rock and soil samples over a broad area at MPD validates the potential for a significant copper-gold porphyry system and the opportunity for new discoveries on the property

Kodiak has received a multi-year, area-based Exploration Permit with the British Columbia Ministry of Energy, Mines and Petroleum Resources allowing up to 18 drill pads and up to 10 mechanical trenching sites in 2019 and 2020.

On January 16, 2020, the Company reported results from the first drill program at its 100% owned MPD coppergold porphyry project in southern British Columbia. 2019 drilling consisted of a total of 1,766 meters within three holes: two holes at the historic Prime area and one hole at the Man area. Hole MPD-19-001 at the Man Zone intersected porphyry-style mineralization comprised of pyrite and minor chalcopyrite (+/- bornite) Holes MPD-19002 and MPD-19-003 were drilled to depths of 646.7 metres and 816.0 metres respectively at the Prime Zone. Both holes intersected significant copper (plus gold and silver) values over substantial widths and 395 metres apart. Mineralisation occurs in altered porphyritic andesite, diorite and/or monzonite, containing pyrite and chalcopyrite (with associated bornite below 500 metres). Higher temperature porphyry signatures including bornite and potassic feldspar alteration are generally stronger at depth suggesting an upright and intact porphyry system with copper-gold mineralization potential increasing at depth.

Hole MPD-19-003 discovered the highest grade porphyry copper-gold mineralization reported in drill core at the MPD property to-date and is now referred to as the “Gate Zone”. Higher grade intervals include 74.9 metres of 0.54% CuEq (0.43% Cu and 0.11 g/t Au) from 297.0 metres to 371.9 metres and 102.0 metres of 0.68% CuEq (0.53% Cu and 0.16 g/t Au) from 404.9 metres to 507.0 metres within 340.7 metres of 0.42% CuEq (0.33% Cu and 0.09 g/t Au) from 219.0 metres to 559.7 metres. The entire drill hole length from the bedrock surface intersected 763.6 metres of 0.28% CuEq (0.21% copper and 0.07 g/t gold) from 52.3 metres to 816.0 metres. The new “Gate Zone” discovery underlies a large copper-in-soil anomaly with over one kilometre of strike at the “Prime” area of the project. 2019 Drill hole assay results are shown in the table below:

2019 MPD Drill Hole Assay Results*

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

Hole ID	From(m)	To(m)	Interval(m)	% Cu	Aug/t	Ag g/t	% CuEq**
			Man Area
MPD-19-001	153.83	303.00	149.17	0.04	0.07	0.31	0.11
Includes	153.83	225.00	71.17	0.07	0.08	0.38	0.14
			Prime Area
MPD-19-002	246.00	549.00	303.00	0.13	0.09	0.81	0.22
Includes	246.00	330.00	84.00	0.11	0.19	1.09	0.27
and Includes	378.00	531.00	153.00	0.17	0.06	0.67	0.23
MPD-19-003 (Gate Zone)	52.35	816.00	763.65	0.21	0.07	0.77	0.28
Includes	219.00	559.74	340.74	0.33	0.09	1.14	0.42
Includes	297.00	507.00	210.00	0.41	0.12	0.81	0.52
Includes	297.00	371.91	74.91	0.43	0.11	1.55	0.54
and Includes	404.93	507.00	102.07	0.53	0.16	1.71	0.68

*Assay results are uncut weighted averages sampled continuously over mostly 3 metre widths. Interval widths represent drilled core length and true width is unknown at this time

** Metal prices used to calculate Cu Equivalent (% CuEq) are: Au $1500/oz, Ag $16.00/oz and Cu $2.60/lb. All values report in USD and do not consider metal recoveries

On April 8, 2020 the company announced that it had contracted a ZTEM[TM ] airborne geophysical survey to be flown in preparation for the Phase ll drilling program at the MPD copper-gold porphyry project. The Phase II drill program will be designed to expand mineralization at the Gate Zone using step-out drilling to target higher-grade mineralization along strike, and up dip to shallower depths. It will also test the depth and extent of significant mineralization noted at the Dillard Zone. The survey is expected to be completed by June 30, 2020.

2. MOHAVE PROPERTY, ARIZONA

On March 4, 2019, Kodiak announced it had entered into a letter of intent to acquire 100% of the Mohave coppermolybdenum-silver porphyry project (“Mohave”) in Mohave County, Arizona, USA, from Bluestone Resources Inc. (“Bluestone”) The Mohave acquisition represents a strong addition to Kodiak’s copper portfolio in North America. Mohave has the potential to host a large-scale copper porphyry deposit with silver and molybdenum credits. Its geology is considered analogous to Freeport McMoran’s (NYSE: FCX) Bagdad copper porphyry mine which is located approximately 33 km to the east of Mohave. The Company announced that it had completed the acquisition of Mohave on May 22, 2019.

Mohave Project Highlights

• Copper porphyry project located in the prolific mineral producing Basin and Range Province of Arizona

• 10.4 km[2] land package, road-accessible and adjacent to Highway 93 which links Las Vegas and Phoenix

• Geologically and structurally analogous to the Bagdad mine and typified by structures associated with the Lariamide extensional event, like those preferentially mineralized at Bagdad

• Magnetics define a sizable ring or donut-type feature characteristic of copper porphyry deposits

• Extensive rock and soil mineralization over a large area of the project with a coincident Induced Polarization (IP) geophysical anomaly (2.5 km x 2.5 km)

• Circular Cu-Mo-Ag soil geochemical and geophysical anomalies are not fully tested by drilling

• Geological, geochemical and geophysical surveys indicate that Mohave is part of an extensive sulphidebearing hydrothermal system

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

• Mineralization at Mohave is dominated by potassic alteration having multiple and complex Cu-Mo-Ag events with younger Mo-Ag and Pb-Zn-Ag overprints

• Two small scale historic mines operated on the Mohave property in the 1950’s and 1960’s: the Wikieup Queen copper oxide mine and the Scott Fault molybdenum-lead-silver mine

In the late 1960’s and early 1970’s explorers identified Cu-Mo-Ag porphyry mineralization in several shallow churn holes to depths ranging from 30 m to 152 m. In 2011, eleven wide-spaced core holes totaling 3,500 m were drilled.

Highlights of historical drill results at Mohave include:

• 59.4 m grading 0.49% Cu

• 65.8 m grading 0.2% Cu, 0.011% Mo, and 2.35 g/mt Ag

• 70.7 m grading 0.3% Cu, 0.01% Mo, and 2.54 g/mt Ag

• A surface trench returned 50.3 m grading 0.24% Cu and 0.076% Mo

• Transaction Details

Kodiak entered into an agreement to acquire a 100% interest in Bluestone’s mineral option agreement in Mohave property. The consideration for Mohave consists of:

• C$50,000 in cash (paid) and C$100,000 in Kodiak shares (232,558 “Shares”) (issued) on the close of the Transaction; (closed May 22, 2019).

• 100,000 Shares upon the public disclosure of a 43-101 compliant resource for the Project;

• 100,000 Shares upon the public disclosure of a preliminary economic analysis for the Project;

• 100,000 Shares upon the public disclosure of a pre-feasibility or more advanced study for the Project; and

• A 0.5% net smelter returns royalty on the Mohave Claims and on a 2 km area of interest around the Mohave Claims.

Including the royalty newly granted to Bluestone, the Company is committed to a 3.5% net smelter return royalty of which 1% can be bought back for US$1,000,000 to the original optionor of the Mohave Property. The Company is also required to pay USD $1,000,000 to the original optionor no later than 30 days after the Company announces a production decision or has secured financing to implement such a decision.

3. TRAPPER PROPERTY, BRITISH COLUMBIA

By agreement dated November 29, 2010 the Company entered into an option agreement (the "Option"), with Constantine Metal Resources Ltd. (“CMR”) to acquire a 70% interest in CMR's Trapper Gold Project. On June 28, 2013, the Option was terminated and, upon termination, CMR assigned its underlying agreement with the property owner for the Trapper property to the Company, resulting in the Company owning 100% of the property.

CMR has retained the right to participate in any future financing of the Company of up to 5% of the proposed issuance of shares, provided CMR has ownership of at least 5% of the outstanding issued shares of Kodiak at the time of financing.

The project is subject to a 2.5% net smelter return royalty (“NSR”) to the property vendor and a 0.5% NSR to CMR. The Company has the option to repurchase 1% of the NSR from the property vendor for $500,000 and, if it exercises this option, CMR has a right to acquire an additional 0.5% NSR against payment of $250,000. The parties also have a right of first refusal to purchase the remaining 1.5% NSR from the property vendor.

The Trapper Gold Project, with a 37.5 km[2] land package, is in the Northern Golden Triangle region of northern British Columbia, Canada.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

The Trapper property is interpreted to overlie a porphyry complex having a surface geochemical, geophysical and regional alteration signature of over 15 km[2] . Gold mineralized feldspar porphyry dikes have been drilled along the southern margin of the main porphyry target. The dikes occur within the gold-rich carbonate altered halo to the porphyry centre. Multiple occurrences of gold and copper mineralized porphyry and porphyry-associated alteration and mineralization have been identified across more than half of the Trapper property. In 2011 a total of 8,581 metres of diamond drilling was completed in 42 drill holes, across an eight square kilometre area, defining an extensive mineralized system that is open to expansion and prospective for gold, copper and other base metal mineralization. A highlight of the program was drill hole TG11-011 with 1.71 g/t Au over 34.11 metres.

Two copper porphyry centres have been mapped on the project and present targets for copper-focused exploration. Grab samples returning up to 0.57% copper in bedrock and 2.5% copper in float have been collected from these targets including both bornite-chalcopyrite copper sulphide mineralization, and azurite-malachite copper oxide mineralization.

On November 27, 2018 the Company announced a Copper-Gold Porphyry Strategy whereby it intends to unlock the value of its Trapper Project to the benefit of shareholders.

On July 15, 2019, Brixton Metals Corporation (TSXV: BBB) announced encouraging drill results from its Thorn Property, which adjoin and surround Kodiak’s Trapper claims. The Company considers Brixton’s news as positive and substantiates Kodiak’s interpretation that both Thorn and Trapper overlie a large copper-gold porphyry system. Kodiak is considering strategies to advance the Trapper Project in 2020

4. KAHUNA PROPERTY

Project Background

On November 4, 2014, the Company signed an option agreement to acquire a 100% interest in the Kahuna Diamond project located in Nunavut, Canada by making cumulative exploration expenditures on the project totaling $5,000,000, issuing 2,200,000 common shares, and paying $700,000 over four years. On April 30, 2017, the Company entered into a Letter Agreement where it accelerated its option agreement by paying the remaining cash and shares required under the agreement and on January 31, 2018 the Company acquired a 100% undivided interest in the Kahuna project. The project is subject to a four percent gross overriding royalty on diamond production and a four percent net smelter royalty on other minerals. The Company has the option to purchase half of the respective royalties for $2 million per one percent.

Kahuna is an advanced-stage, diamond project discovered in 2001, located near Rankin Inlet, Nunavut. Kodiak holds mineral tenure to 805 km[2] and additional diamond rights covering an adjacent 928 km[2] . Historical exploration expenditures completed on or around the property are estimated at $30,000,000. Eight significantly diamondiferous kimberlite dikes have been discovered to date, with Kahuna, Notch and PST being the most advanced prospects to date.

Historical bulk sampling and drilling on Kahuna, Notch and PST has returned high macrodiamond counts including diamonds over one carat in size. The largest diamond recovered was a 5.43 carat stone from the Kahuna dike that is interpreted to be a fragment from a reconstructed 13.42 carat stone that was broken during sample preparation. The majority of diamonds are reported as clear and colourless to white, with a significant population of octahedral stones, however coloured stones have also been reported. The dikes occur within an extensive network of largely untested geophysical targets, which in places are overlain by a dense distribution of Diamond Indicator Minerals (“DIM”).

Kahuna Kimberlite

The Kahuna kimberlite is interpreted as a 5.5 km long, 2 m to 4 m wide, sub-vertical dike defined by drilling, surface bulk sampling and geophysics. It has been intersected by 34 drill holes, totalling 2,506 m. The Kahuna kimberlite outcrops and has been intersected in drill core over depths ranging from 13 m to 127 m vertically from

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

surface. Based on these parameters, and incorporating geophysical data and surface kimberlite exposures, APEX Geoscience Ltd (“APEX”) created a 3D geological model for the purpose of an Inferred Resource Estimate in 2015. APEX modelled the Kahuna kimberlite along a 4.7 km strike length with a vertical extent of 207 m below surface, and width ranging from 0.5 m to 6 m, averaging approximately 3.2 m.

Notch Kimberlite

The Notch kimberlite is located 12 km southwest of the Kahuna kimberlite. Notch is interpreted as a 3 km long, 0.5 to 2.5 m wide, sub-vertical dike defined by drilling, surface bulk sampling and geophysics. The Notch kimberlite outcrops and has been intersected by 10 diamond drill holes totalling 706 m. Kimberlite has been intersected in drill core over depths ranging from 5 m to 70 m vertically from surface. Based on these parameters, APEX created a 3D geological model for the purpose of an Inferred Resource Estimate in 2015. Notch was modelled along a 2.5 km strike length with a vertical extent of 140 m below surface, and a width ranging from 0.5 m to 2.5 m; averaging approximately 1.5 m.

PST Kimberlite

PST is a near vertical high-grade kimberlite dike that is exposed at surface. It has been drilled along approximately 350 m of strike length and to a maximum depth of approximately 50 m. PST remains open along strike and at depth. It extends north under thin till cover, however diamondiferous kimberlite drilled 1.2 km away along strike with similar magnetic and resistivity signatures suggest possible continuity, or adjacent dykes that extend up to 2.5 km to the north. There has been insufficient exposure and drilling to define width, more work is required.

Maiden Resource & TFFE

In January 2015, Kodiak released a maiden Inferred Resource estimate for the Kahuna Diamond Project. The estimate was prepared by APEX on the Kahuna and Notch kimberlites and is based on data from drill programs and the 2006 – 2008 bulk sampling completed by the past operator.

Highlights include:

• A combined Inferred Mineral Resource of 4,018,000 carats of macrodiamonds at a 0.85 mm (+1 DTC sieve size) lower diamond cut-off, with an average grade of 1.01 carats per tonne (cpt), derived from 3,987,000 tonnes of kimberlite (the “Resource”)

• The kimberlites in the Resource are exposed at surface and based on APEX geological modelling, remain open to extension along strike and at depth. Indicator mineral trains and geophysics suggest the Kahuna and Notch kimberlites have the potential to extend along strike beyond areas included in the Resource Estimate into areas of thin sediment cover. Kimberlite has been intercepted in drilling along these potential extensions; however, drill spacing was insufficient for inclusion in the Resource

• Only two of eight significantly diamondiferous kimberlites (Kahuna and Notch) have sufficient drilling, bulk sampling and density definition work to be included in the Inferred Mineral Resource at this time

• Other diamondiferous kimberlites include the PST, Killiq, KD-13, KD-14, KD-16 and KD-18, Jigsaw and KD24. The latter is notable for high diamond content, having historically recovered 305 diamonds including 7 macrodiamonds (+0.85 mm) from a 2.2 kg drill core sample

Inferred Mineral Resource Estimate	Inferred Mineral Resource Estimate	Inferred Mineral Resource Estimate	Inferred Mineral Resource Estimate	for the Kahuna and Notch Kimberlites (APEX, 2015)	for the Kahuna and Notch Kimberlites (APEX, 2015)	for the Kahuna and Notch Kimberlites (APEX, 2015)	for the Kahuna and Notch Kimberlites (APEX, 2015)	for the Kahuna and Notch Kimberlites (APEX, 2015)
Classification	Kimberlite	Density (t/m3)	Volume (m3)	Tonnes	Average Grade cpt (+0.85 mm cut-off)	Average Grade cpt (+1.18 mm cut-off)	Total Carats (+0.85 mm cut-off)	Total Carats (+1.18 mm cut-off)
Inferred	Kahuna	1.99	1,541,000	3,066,000	1.04	0.80	3,189,000	2,453,000
	Notch	2.12	434,000	921,000	0.90	0.83	829,000	765,000
	Total	2.02	1,975,000	3,987,000	1.01	0.81	4,018,000	3,218,000

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

*Note: Technical Report and Maiden Mineral Resource Estimate for the Kahuna Diamond Project, Nunavut, Canada” prepared by APEX Geoscience Ltd., Kristopher J. Raffle, B.Sc., P. Geo. and Andrew J. Turner, B.Sc., P. Geol. March 11, 2015 The reader is cautioned that Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability, and might never be converted into Reserves. Figures may not sum due to rounding. Decimal figures do not indicate added level of precision. cpt = carats-per-tonne

The potential diamond valuation, mining characteristics or economic model for the Kahuna and Notch kimberlites have not yet been determined. The Company cautions that the Inferred Resource cannot be used to construct an economic model of the project prior to assembling a package of diamonds for valuation. However, a 2008 evaluation of Kahuna diamond characteristics by Mineral Services Canada (“MSC”) describes the Kahuna diamond population as having encouraging value characteristics, with a high abundance of colourless and near colourless varieties with octahedral shapes being the dominant morphology. The Notch kimberlite and other diamondiferous kimberlites within the project display similar diamond characteristics to Kahuna.

In March 2015, Kodiak announced a Target for Further Exploration (“TFFE”) that provides additional potential tonnages and contained carats that are not yet included in the Resource. The TFFE is based on projection of the diamondiferous kimberlites below the depths currently modelled and included in the Resource, and it provides reasonable guidance for additional potential tonnage and diamond grades at Kahuna and Notch to depths of 300 – 600m. Calculations for a conceptual target indicate there is potential for an additional 4,090,000 to 15,880,000 carats of diamonds within the Kahuna and Notch dikes, as presented in the table below. The potential quantity and grade of any TFFE is conceptual in nature, there is insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the TFFE being delineated as a Mineral Resource.

Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX, 2015)

		Low Range	Low Range			High Range	High Range
	Depth Range	Tonnage	Grade	Total Carats	Depth Range	Tonnage	Grade	Total Carats
Kahuna	140‐300	3,740,00 0	0.80	2,990,000	140‐600	10,760,00 0	1.10	11,830,00 0
Notch	110‐300	1,570,00 0	0.70	1,100,000	110‐600	4,050,000	1.00	4,050,000
Total		5,310,00 0	0.77*	4,090,000 *		14,800,00 0	1.07*	15,880,00 0*

*Note: Technical Report and Maiden Mineral Resource Estimate for the Kahuna Diamond Project, Nunavut, Canada” prepared by APEX Geoscience Ltd., Kristopher J. Raffle, B.Sc., P. Geo. and Andrew J. Turner, B.Sc., P. Geol. March 11, 2015. Bulk sampling has established that Kahuna has a recovered grade of 1.04 cpt and Notch has a recovered grade of 0.90 cpt (at a +0.85 mm lower cut-off) as previously disclosed in the Inferred Resource. As such, the “Low Range” reduces diamond grades by about 23% and the “High Range” increases diamond grades by about 5% for Kahuna and 10% for Notch. Note the tonnes and carats have been rounded to the nearest 10,000 and may not add due to rounding.

Exploration Progress & Results

On February and March 2018, the Company announced that it had identified a cluster of new, potentially diamond-bearing kimberlite targets in the south-central portion of the Kahuna Diamond Property, and the commencement of its 2018 exploration program. Drilling in 2018 would utilized a Rotary Air Blast (“RAB”) rig to economically test pipe-like signatures and investigate sections along high-grade kimberlite dikes.

On May 10, 2018, the Company provided an update on the first phase of its winter drilling. The Company drilltested five of approximately 40 targets and of the five targets drilled, two yielded significant extensions to the known diamond-bearing PST and KD-24 kimberlite dikes. Kimberlitic material from the 2018 winter RAB drilling program was shipped to CF Mineral Research Ltd. for diamond recovery. On June 20, 2018 the Company announced resumption of drilling on the Kahuna targets in June and July 2018, mainly located on the northern half of the property and not drilled during the first phase of winter drilling.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

On July 11, 2018, Kodiak announced the Company’s first diamond recovery results from kimberlites drilled in April. Results for 127.74 kilograms from the newly identified extension to diamond-bearing kimberlite KD-24 included 338 diamonds larger than the 0.106 mm sieve size, including four commercial-sized diamonds larger than 0.85 mm. The five largest diamonds included clear and colourless variants of octahedra totaling 0.072 carats. Diamond results for KD-24 are provided in the table below:

07KD24				Endecott Sieve Size (mm Square Mesh Sieve)
Total Sample Weight (kg)		+0.106 – 0.150	0.150 -0.212	0.212 -0.300	0.300 -0.425	0.425 -0.600	0.600 – 0.85	0.85 -1.18	1.18 -1.70	Carat Weight (+0.85mm)
	Total
	Stones
127.74	338	122	84	73	34	13	8	2	2	0.072

On July 19, 2018, the Company provided an update on the summer drilling program, reported the discovery of a new kimberlite pipe (KH10-11) and the drill-testing of two additional historic pipes (KD900 and KD230). The Company drill tested 17 targets, three of which were kimberlite pipes. The new KH10-11 pipe was drilled to 112 metres (open at depth) and KD900 drilled to 114 metres vertically. A total of 1,081 metres of RAB drilling was completed in 20 holes, with 254.5 metres of kimberlite intersected. Approximately one tonne of representative kimberlite from all three pipes was shipped and prioritised for diamond recovery at CF Mineral Research Ltd. In addition to drilling, summer field crews collected nearly 1,000 till samples in key areas, of which 100 in the Josephine Target Area were prioritised for processing in the lab.

In October and December 2018, the Company announced diamond results from the KD900 and KH10-11 kimberlite pipes tested by the summer 2018 RAB drilling, Caustic Fusion results from 133.32 kilograms of KD900 included 18 diamonds larger than the 0.106 mm sieve size. Caustic fusion results from a representative 152.8kilogram composite sample from KH10-11 returned one diamond in the 0.212 – 0.300 mm sieve size.

Solstice Spin-Out

On July 20, 2017, Kodiak released details of a proposed transaction (originally announced on November 23, 2016) to spinout a Company called Solstice Gold Corp. that would independently explore the Kahuna property for gold, while Kodiak focused on diamond exploration. The spinout took place through a plan of arrangement (the “Arrangement”) in British Columbia and was completed as of January 31, 2018. Solstice is a reporting issuer that is trading on the TSX Venture Exchange. The date of record for the spinout was set at July 17, 2017, after which shares of Kodiak were trading ex-dividend. Under the terms of the Arrangement, one common share of Solstice was distributed for every three common shares of Kodiak outstanding as of July 17, 2017. The Arrangement was approved by the shareholders of the Company, and the Supreme Court of British Columbia, on December 22, 2017.

Solstice is a gold-focused exploration Company which holds 100% title on 66 full claims, 50% title on 12 common claims and certain other rights covering gold-prospective land on the rest of the Kahuna property, all with no underlying option or earn-in payments. The new Solstice Kahuna Gold property comprises mainly the western side of the Kahuna claim block, and adjacent to claims controlled by Agnico Eagle Mines Ltd. further west.

Solstice and Kodiak will retain primary rights for gold and diamonds respectively on titled mineral tenure and jointly held lands and exclusive secondary rights on each other’s tenure. Secondary rights give the holder the right to propose exploration programs on those claims with secondary rights. Such programs are granted at the discretion of the primary rights holder. Each party has the right to exchange claims on their respective titled mineral tenure.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

SELECTED ANNUAL INFORMATION

	September 30, 2019	September 30, 2018	September 30, 2017
Revenue Net income (loss for the year) Basic earnings (loss) per share Diluted earnings (loss) per share Total assets Total liabilities Cash dividends declared	$ - $ (1,500,914) $ (0.055) $ N/A $ 11,695,227 $ 1,255,013 $ -	$ - $ 4,577,807 $ 0.215 $ 0.21 $ 11,773,305 $ 1,465,214 $ -	$ - $ (975,418) $ (0.065) $ N/A $ 11,079,928 $ 1,941,716 $ -

RESULTS OF OPERATIONS

For the three months ended March 31, 2020 (Q2 2020)

The net loss for the three months ended March 31, 2020 was $1,123,849 (2019 - $446,066). The main contributing factors were:

• Professional fees were $13,988 (2019 - $32,044). The decrease is primarily due to lower legal fees incurred as property acquisitions recorded in the comparative quarter.

• Consulting fees were $72,732 (2019 - $61,744). The increase was due to a consulting advisory agreement not in effect in the previous period.

• Travel and Investor Relations $195,601 (2018 - $106,071), the increase was due to agreements not in effect in the previous period.

• Management Fees were $73,177 (2019 - $101,324), the decrease is due to lower senior management costs in the quarter compared to the comparative quarter.

• Office and administration were $49,275 (2019 - $15,956), the increase is due to the expensing of a previously paid deposit and an administrative service agreement entered into.

• Share based compensation expense was 206,896 (2019 – 122,865), the increase was due to more options being granted than the previous period which resulted in a higher non-cash expense.

• Deferred income tax expense was $556,053 (2019 – Nil). Relates to a non-cash expense generated when flow through funds are raised.

For the six months ended March 31, 2020 (Q2 2020)

The net loss for the six months ended March 31, 2020 was $1,409,535 (2019 - $714,464). The main contributing factors were:

• Professional fees were $37,110 (2019 - $64,378). The decrease is primarily due to lower legal fees incurred as property acquisitions recorded in the comparative period.

• Consulting fees were $157,964 (2019 - $116,488). The increase was due to a consulting advisory agreement not in effect in the comparative period.

• Travel and Investor Relations $275,426 (2019 - $215,066), the increase was due to agreements not in effect in the previous period.

• Office and administration $61,572 (2019 - $23,060), the increase was due to the expensing of a previously paid deposit and an administrative service agreement entered into.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

• Share based compensation expense was 206,896 (2019 – 124,577), the increase was due to more options being granted than the previous period which resulted in a higher non-cash expense.

• Deferred income tax expense was $646,570 (2019 – Nil). Relates to a non-cash expense generated when flow through funds are raised.

SUMMARY OF QUARTERLY RESULTS

Summary of quarterly results for recent eight quarters:	Summary of quarterly results for recent eight quarters:
Three Months Ended	Revenue ($)	Net income (loss) $	Gain (loss) per share1
March 31, 2020³	-	(1,123,849)	(0.035)
December 31, 2019	-	(285,686)	(0.01)
September 30, 2019	-	(207,830)	(0.005)
June 30, 2019	-	(578,620)	(0.02)
March 31, 2019	-	(446,066)	(0.017)
December 31, 2018	-	(268,398)	(0.01)
September 30, 2018²	-	(1,029,265)	(0.045)
June 30, 2018	-	(400,435)	(0.02)

• 1 Numbers have been rounded to the next decimal for presentation purposes.

• ² The September 30, 2018 loss is high due to the stock-based compensation entries for the modification in exercise price of existing options, as well as the additional grants of Solstice options, as a result of the plan of arrangement.

• ³ The March 31, 2020 loss is high due to the non-cash deferred income tax expense related to the flow through raise in the quarter and non-cash stock based compensation expense for options granted in the quarter.

LIQUIDITY

At March 31, 2020, the Company has not achieved profitable operations, has accumulated losses of $45,440,190 since its inception, and expects to incur further losses in the pursuit and/or development of its business.

During the six months ended March 31, 2020, the Company’s operating activities spent cash of $1,105,895 as compared to a spend of $154,173 in the same period of the previous year.

During the six months ended March 31, 2020, $680,140 was spent on fixed assets and mineral property acquisition and exploration compared to $860,246 in the same period of the previous year.

During the six months ended March 31, 2020, $3,219,052 was raised due to financing activities compared to $Nil in the same period of the previous year.

The Company’s ability to continue as a going concern in the long term is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company is a junior exploration company without operating revenues and therefore, the Company must utilize its current cash reserves, funds obtained from the exercise of warrants and stock options and other financing transactions to maintain the Company’s capacity to meet working capital requirements and ongoing exploration program, or to fund any further development activities.

The Company’s primary source of financing is by means of share issuances, the exercise of options and/or warrants, debt or other sources. There can be no certainty of the Company’s ability to raise additional financing through these means.

To the date of this MD&A, the cash resources of the Company are held with one major Canadian chartered bank. The Company continues to have no long-term debt and its credit and interest risk is minimal.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

CAPITAL RESOURCES

The Company’s objective, when managing capital, is to ensure sufficient resources are available to meet day to day operating requirements and to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company has no debt and is not subject to any externally imposed capital requirements. In the management of capital, the Company includes the components of shareholders’ equity, as well as cash and cash equivalents.

The properties in which the Company currently has an interest are in the exploration stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

The Company has policies and procedures in place for expenditure authorization limits and capital expenditure authorization. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the size of the Company, is reasonable. The Company’s officers and senior management take full responsibility for managing the Company’s capital and do so through quarterly meetings and regular review of financial information. The Company’s Board of Directors are responsible for overseeing this process.

The Company is not subject to any capital requirements imposed by a regulator.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The Company’s transactions with related parties during the six months ended March 31, 2020 consist of the Chief Executive Officer, President, Chief Financial Officer and directors and the following companies controlled by common directors and/or officers.

Related Party	Nature of Transactions
Claudia Tornquist	Management fees
Nicmar Capital Corp.	Management fees
Jeff Ward	Geological fees
Andrew Berry	Geological fees

Accrued and paid amounts to key management personnel, officers and companies controlled by directors and officers:

		Six Months Ended	Six Months Ended
		March 31, 2020	March	31, 2019
Geological and assay fees capitalized to exploration and	$		$
evaluation assets(1)		157,446		310,664
Management fees(2)		146,491		192,574
Share-based compensation		129,712		81,045
Total	$	433,648	$	584,283

(1) Geological fees were paid to the Company’s VP Exploration and VP Operations.

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

(2) Management fees include salaries and compensation to the Company’s Chairman, CEO, President, VP Exploration, VP Operations, and the CFO.

As at March 31, 2020, $38,009 (March 31, 2019 – $452,546) was payable to the Company’s VP Exploration, VP Operations and a former insider of the company.

PROPOSED TRANSACTIONS

There are no proposed transactions that should be disclosed.

RISKS AND UNCERTAINTIES

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations of metal prices, the proximity and capacity of milling facilities, mineral markets, processing reagents and equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

FINANCIAL AND OTHER INSTRUMENTS

IFRS 9 reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 was effective for the company’s 2019 fiscal year. There was no significant impact on the Company’s consolidated financial statements from the adoption of this new standard.

Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they come due. As at March 31, 2020, the Company had cash and cash equivalents balance of $2,628,211 (September 30, 2019 - $812,909) to settle current liabilities of $487,711 (September 30, 2019 - $605,039).

The Company intends to finance future requirements from its existing cash reserves together with share issuances, the exercise of options and/or warrants, debt or other sources. There can be no certainty of the Company’s ability to raise additional financing through these means.

Credit risk is the risk that the counterparty to a financial instrument will fail to meet their payment obligations, thus this risk is primarily attributable to cash and cash equivalents. As at March 31, 2020, the Company had a receivable balance of $29,757 (September 30, 2019 - $29,621), which primarily relates to GST receivable from the Federal Government of Canada. There was $514,588 in Advances and Deposits as at March 31, 2020 (September 30, 2019 - $219,082) this was made up predominately of prepayments to vendors.

Interest rate risk is the risk that the fair values or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at March 31, 20120, the Company does not have any interest-bearing loans or liabilities outstanding. All receivable and payable balances are current and as such, are not subject to interest.

Currency risk relates to the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in foreign currency. As at March 31, 2020, the Company had US$11,546 or C$16,380 in equivalent (September 30, 2019 – US$17,819 or C$23,598 in equivalent).

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KODIAK COPPER CORP. (formerly Dunnedin Ventures Inc.) MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SIX MONTHS ENDED MARCH 31, 2020

CONTINGENCIES AND COMMITMENTS

As at the date of this MD&A, there were no legal proceedings to which the Company is a party, nor to which their property is subject, nor to the best of the knowledge of management, are such legal proceedings contemplated.

OUTSTANDING SHARE DATA

The authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares. No preferred shares have been issued to date.

	Number of Shares	Exercise Price	Expiry Date
Issued and Outstanding Common Shares	36,664,188
Warrants	545,030 36,522 1,699,345 94,448 1,658,900 132,500 658,800 15,973 3,344,588	$1.40 $1.15 $0.75 $0.75 $1.15 $1.35 $0.75 $0.75 $0.55	Aug/14/2020 Aug/14/2020 April/29/2021 April/29/2021 July/17/2021 July/17/2021 Dec/12/2021 Dec/12/2021 Mar/12/2022
Options	40,000 700,000 30,000 234,000 430,000 340,000 965,000	$0.50 $0.65 $0.65 $0.70 $1.20 $0.375 $0.35	Aug/4/2021 Sep/6/2021 Oct/4/2021 Jan/18/2022 Jan/31/2023 Mar/4/2024 Mar/12/2025
Fully Diluted Balance, May 28, 2020	47,694,294

APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com

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