Kodiak Copper Corp. — Management Reports 2024

Jan 26, 2024

KODIAK COPPER CORP. MANAGEMENT DISCUSSION AND ANALYSIS

Form 51-102F1

For the Year Ended September 30, 2023

Containing information up to and including January 24, 2024

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

This Management Discussion and Analysis (“MD&A”) focuses on significant factors that affected Kodiak Copper Corp. (the “Company” or “Kodiak”) during the year ended September 30, 2023 and is current to January 24, 2024. The MD&A supplements but does not form part of the interim consolidated financial statements of Kodiak and the notes thereto for the year ended September 30, 2023 and 2022, 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 year ended September 30, 2023 and 2022.

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, base and precious metal deposits; the Company’s ability to meet its working capital needs at the current level for the year ending September 30, 2024; 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, base and precious 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, base and precious 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.

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 forwardlooking 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.

Page 2 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

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.

OVERVIEW

The Company was incorporated under the laws of the Province of British Columbia on January 12, 1987. The Company’s common shares trade as a mining issuer on Tier 2 of the TSX-V under the trading symbol KDK.

RECENT DEVELOPMENTS

On December 7, 2023, the Company reported drill results from the fully funded, drill program at its 100% owned MPD copper-gold porphyry project in southern British Columbia. Assay results from the first two holes drilled at the South zone in 2023 were presented in this release. Assay results from the first two drill holes at the South zone significantly extended porphyry mineralization and linked shallow copper at the South and Mid zones with a near continuous mineralized intercept in new drilling. Both holes are interpreted to be within the broad envelope of a much larger north-south trending system linking the South, Mid and Adit Zones, which is supported by a 2.3 kilometre-long copper in soil anomaly downslope to the east and chargeability responses from historic 3D induced polarization data.

On November 8, 2023, the Company reported drill results from the fully funded 2023 drill program at its 100% owned MPD copper-gold porphyry project in southern British Columbia. Assay results from the first two holes drilled at the Man zone were presented in this release. Drilling at the Man zone significantly extended copper-gold mineralization, which is still open in multiple directions. Man is located near Kodiak’s gate zone discovery, less than two kilometres to the south and along trend.

On October 17, 2023, the Company reported drill results from the fully funded 2023 drill program at its 100% owned MPD copper-gold porphyry project in southern British Columbia. Assay results from five drill holes at the West Zone were presented in the release. The assays were the best ever drill results reported at the West Zone. Two drill holes also confirmed the new high-energy, mineralized breccia identified at depth and extended the zone to 185 metres of strike. The new mineralized breccia zone remains open in all directions. The drilling at the West Zone follows the application of a Cadia-Ridgeway or Red Chris style of exploration model that targets higher grades and significant vertical extents within the total mineralized system.

On August 15, 2023, the Company announced the publication of the Company’s first environmental, social and governance report from Digbee ESG. The report provided a comprehensive assessment of Kodiak’s performance across a broad range of ESG criteria, and Kodiak achieved a score of “A” from Digbee’s independent panel of qualified mining ESG experts who reviewed Kodiaks submission against a set of rigorous and standardized scoring criteria.

On July 27, 2023, the Company reported drill results from the fully funded, 2023 drill program at its 100% owned MPD copper-gold porphyry project in southern British Columbia. Results included the first three holes drilled in 2023 at the West Zone (MPD South / Axe claims). Kodiak's drilling at the West Zone to date confirmed porphyry mineralization from surface over an area of 300 metres by 300 metres and up to 819 metres depth, extending well below historic drilling and open to extension. A new zone of structurally hosted high-grade copper-gold-silver mineralization was discovered east of the West Zone and for the first time at the MPD project, a significant mineralized hydrothermal breccia was drilled. The breccia includes copper mineralized clasts suggesting additional undrilled mineralization at depth.

Page 3 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

MINERAL PROPERTIES

1. MPD PROPERTY, BRITISH COLUMBIA

In November 2018 Kodiak announced the acquisition of 100% ownership of the MPD copper-gold porphyry project (“MPD”) consisting of the consolidated Man, Prime and Dillard properties in south-central British Columbia. The consideration for MPD consisted of $100,000 in cash (paid), 360,000 Kodiak shares issued upon closing of the transaction (issued) and an additional $100,000 in cash payable on April 1, 2019 (paid). A 1.25% to 2% NSR, partly with buy-back rights is payable on three of a total 28 mineral claims. No royalties are payable on the remaining 25 claims. An additional four claims comprising 18.8 km² were staked by Kodiak in June 2020.

The MPD land package is in the Quesnel Trough, British Columbia’s primary copper-producing 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. MPD is accessible year-round by forest service roads and trails from the adjacent highways linking Princeton and Kelowna to Merritt.

In total, 129 drill holes (25,780 metres) were completed at MPD from 1966 to 2014. Previous operators include Rio Tinto plc and Newmont Mining Corp. Historic drilling confirmed copper and gold mineralization across a large, 10 km² area. Drill results often showed favourable gold to copper values and were consistent with multiple porphyry centres. Copper and gold mineralization extends from surface, with 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.

In 2019, Kodiak drilled 1,766 metres at MPD and the Gate Zone was discovered during the Company’s maiden drill program. The third hole of the program returned 102 metres of 0.53% copper and 0.16 g/t gold at what is now called the Gate Zone and was the best hole in 50-year history of the Property.

The 2020 drill program at MPD comprised 6,698 metres. In September and October 2020, the Company announced the discovery of a significant high-grade copper-gold extension of the Gate Zone. Hole MPD-20-004 returned 0.49% copper, 0.29 g/t gold and 1.76 g/t silver over 535.1 metres width, between 201.9 and 737.0 metres, including 0.70% copper, 0.49 g/t gold and 2.64 g/t silver over 282 metres from 263 to 545 metres. The new high-grade zone discovered at Gate is part of a wider, significantly enriched copper-gold envelope which was drilled over substantial widths and to a depth of over 800 metres in 2020. The Company also reported the closing of a $12.7 million private placement and a strategic investment by Teck Resources Limited for a 9.9% interest in the Company in October 2020.

In April 2021, the Company announced it had entered into a purchase agreement to acquire a 100% interest in the Axe Copper-Gold Property from Orogen Royalties. Axe is contiguous with Kodiak’s MPD project and is host to a porphyry complex comprising four drill-proven copper-gold porphyry centres, with additional potential for new targets like Kodiak’s Gate Zone. The Axe acquisition expanded Kodiak’s MPD project area to 14,716 hectares (147 square kilometres). It has similar geology to the MPD property, mostly shallow historic drilling (24,577 metres in 264 holes) and is also situated within prospective Nicola Volcanic Belt rocks associated with nearby deposits. The Axe claims are subject to underlying NSRs of 1% to 2%, partly with buy-back rights. The consideration for Axe consisted of:

• 950,000 Kodiak shares upon closing of the transaction; (issued)

• A 2% net smelter returns royalty on the Axe property of which 0.5% may be purchased by Kodiak for C$2,000,000 at any time;

• a cash payment equivalent to the value of 75,000 Orogen shares up to a maximum of C$50,000 upon the completion of 5,000 metres of drilling on the Axe property; payment of $40,495 was made in July 2023 when the 5,000 metres of drilling was completed.

Page 4 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

• A cash payment equivalent to the value of 200,000 Orogen shares up to a maximum of C$150,000 upon the announcement of a measured or indicated mineral resource estimate of at least 500,000,000 tonnes at a grade of at least 0.40% copper equivalent; and

• A cash payment equivalent to the value of 250,000 Orogen shares up to a maximum of C$200,000 upon the completion of a feasibility study on the Axe Property.

In 2021 Kodiak completed 21,675 metres of drilling in 36 holes, a prospecting and trenching program including 1,755 soil samples and 176 rock samples, as well as IP surveying, geological and geotechnical studies and environmental surveying. The 2021 drill program was primarily focused on extending the Gate Zone discovery by systematically evaluating the associated copper-in-soil anomaly of approximately one kilometer in length. Drilling in 2021 increased the strike length of the Gate Zone by almost eight times to over 950 metres in length, down to a depth of 850 metres and across a width of 350 metres by year end and continued to intersect significant coppergold grades over substantial intervals, defining a broad mineralized envelope surrounding a higher-grade central zone.

There are several further interpreted porphyry centres on the property with signatures like the Gate Zone and in autumn 2021 Kodiak started drilling the first of those, the Dillard target area, two kilometres from the Gate Zone. The Company's first two holes testing the Dillard porphyry target intersected significant copper-gold mineralization from bedrock surface to 530 metres depth, including intervals of higher-grade copper-gold-silver mineralization. They represent the best drill results reported from the Dillard area to date with better grade x width than historic holes, confirming Dillard as a substantial porphyry target.

The 2021 ground geophysical and soil geochemical surveys led to the detection of new high priority drill targets in the Gate Zone area, along with new copper-gold geochemical trends elsewhere on the Project. A new one kilometre long parallel “look alike” 3D IP response, similar to the response of copper-gold mineralization drilled at Gate was identified 600 metres to the southeast of the Gate Zone. Results from the 2021 soil geochemical survey also highlighted three new kilometre-scale copper-gold target areas in the Gate, Man and Dillard areas.

In 2022 a total of 26,103 metres of drilling in 41 holes was completed, initially focused on potential extensions to Gate and adjacent look-alike geophysical targets to the southeast. Results extended the Gate Zone discovery to one kilometre of north south length and 900 metres depth and confirmed wide intervals of significant mineralization between earlier drill holes, suggesting continuity of mineralization. Drilling also identified a 400 metre long, parallel copper-porphyry trend at the nearby Prime Zone, down to 780 metres depth, demonstrating the potential to expand the copper-gold mineralization outward from Gate. Drilling subsequently moved to the Dillard area.

An expanded 3D IP geophysical survey was conducted by SJ Geophysics Ltd. covering 9.5 square kilometers from the Gate Zone to Man/Beyer area in the south and extending eastward over to Dillard. Soil geochemical surveying totaling 1,708 samples carried out on three grids central to MPD, but also included a smaller survey at the 1516 target area on the Axe claims in the southern part of the property. In December 2022 the Company reported a new high-grade gold-silver discovery on surface, the Beyer Zone from trenching at MPD. Trenching at the Beyer Zone was part of Kodiak's broader, regional exploration program to evaluate untested copper-gold targets across the MPD property.

In March 2023 the Company reported that it was mobilizing staff to the MPD project to start the 2023 exploration program. Plans for 2023 include up to 25,000 metres of drilling in multiple target areas.

In February 2023, the Company announced that it had entered into a purchase agreement with Donald Rippon of Mineworks Ventures to acquire a 100% interest in 11 claims contiguous with Kodiak’s MPD project. The transaction was completed on April 10[th] , 2023. Total consideration was $150,646 and includes a net smelter royalty of 2% on all 11 claims. The Company has the irrevocable right at any time to purchase one half of the royalty (1% net smelter return) by way of a one time payment of $3,000,000.00.

The Company also reported on its plans for the 2023 exploration program, together with results of geophysical and geochemical surveys, prospecting, trenching and drilling from the 2022 exploration program. Kodiak has identified

Page 5 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

18 prospective target areas on the MPD project. A large drill program of up to 25,000 metres is planned in 2023 and will focus on multiple new targets with the goal of making one or more new discoveries.

On April 4, 2023 the Company announced a bought deal private placement pursuant to the listed issuer financing exemption, for aggregate gross proceeds to the Company of approximately $5 million and a non-brokered private placement for aggregate gross proceeds of up to $1,500,000. The size of non-brokered private placement was subsequently increased to up to $2,544,000.

On April 14, 2023, the Company announced that it closed the previously announced bought deal private placement financing for aggregate gross proceeds of approximately $5 million dollars. Pursuant to the offering a total of 1,500,000 charity flow through units were issued as part of a charity arrangement at a price of $1.32 per charity flow through share, and 3,700,000 common share units were issued at a price of $0.81 per unit for gross proceeds of $4,977,000.

On April 21, 2023, the Company announced that it had closed its previously announced oversubscribed no-brokered private placement for gross proceeds of $3.4 million. Pursuant to the offering a total of 1,532,654 charity flow through units at a price of $1.32 per charity flow through unit and 1,461,090 flow through units at a price of $0.96 per flow through unit for gross proceeds of $3,425,750. Together with the bought deal private placement announced with the private placement financing and closed on April 14, 2023, the aggregate gross proceeds to the Company was approximately $8.4 million.

On June 1, 2023, the Company announced that it became carbon neutral in 2022 through the purchase of carbon offsets from the Great Bear Forest Carbon Project. In addition to purchasing offsets, Kodiak has committed to decreasing its carbon emissions by 20% per metre drilled by 2030 through the implementation of a carbon reduction strategy.

On June 13, 2023, the Company provided an update on its fully funded 2023 exploration program at the MPD project. The 2023 drill program commenced in April, with receipt of initial assay results expected in July. Assay results from the final fourteen holes drilled at MPD in 2022 were also presented.

On June 29, 2023, the Company announced that a second drill rig began drilling at Kodiak's MPD project. The Company is executing a fully funded drill program of up to 25,000 metres in 2023, focused predominantly on porphyry targets that have not previously been drilled by Kodiak.

Recent developments at MPD and the Gate Zone discovery are summarized in the Recent Developments section above and consolidated drill results of all holes drilled at MPD to date are available on the Company’s website (https://kodiakcoppercorp.com/projects/mpd/).

Kodiak directly engages with First Nations whose traditional territory includes the MPD Project and prior to any ground disturbance, Heritage Field Reconnaissance Surveys are carried out by First Nation representatives. The Company also implemented a multi-phased Environmental Work Plan that includes among others water quality, migratory/nesting bird, species at risk and incidental wildlife surveys.

2. MOHAVE PROPERTY, ARIZONA

In May 2019 Kodiak acquired 100% of the Mohave copper-molybdenum-silver porphyry project (“Mohave”) in Mohave County, Arizona, USA, from Bluestone Resources Inc. (“Bluestone”). The consideration consisted of:

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

• 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

Page 6 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

• 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 US$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.

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 Bagdad copper porphyry mine which is located approximately 33 km to the east of Mohave.

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 Laramide 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

• 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

The Mohave project is drill ready.

3. KAHUNA PROPERTY

Project Background

In November 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. In April 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

Page 7 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

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. Kahuna also hosts numerous kimberlite pipe targets.

Maiden Resource & TFFE

In 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 KD-24. 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 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

*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

Kodiak also 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. 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.

Page 8 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	Target for Further Exploration (“TFFE”) for the Kahuna and Notch Kimberlites (APEX,	2015)
		Low Range				High Range
	Depth Range	Tonnage	Grade	Total Carats	Depth Range	Tonnage	Grade	Total Carats
Kahuna	140‐300	3,740,000	0.80	2,990,00 0	140‐600	10,760,00 0	1.10	11,830,0 00
Notch	110‐300	1,570,000	0.70	1,100,00 0	110‐600	4,050,000	1.00	4,050,000
Total		5,310,000	0.77*	4,090,000*		14,800,000	1.07*	15,880,000

*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.

Due to the Company’s decision to focus on the copper industry, the Company wrote down the value of the project to $nil on September 30, 2020.

SELECTED ANNUAL INFORMATION

	September 30, 2023	September 30, 2022	September 30, 2021
Revenue Loss for the year Basic loss per share Total assets Total liabilities Cash dividends declared	$ - $ (1,112,975) $ (0.03) $ 35,999,076 $ 2,964,434 $ -	$ - $ (1,474,072) $ (0.028) $ 30,660,879 $ 2,626,098 $ -	$ - $ (1,809,835) $ (0.04) $ 22,389,709 $ 3,338,983 $ -

RESULTS OF OPERATIONS

For the three months ended September 30, 2023 (Q4 2023)

The loss for the three months ended September 30, 2023 was $252,894 (2022 – $28,582). The main contributing factors were:

Offsetting other income was:

• Consulting fees were $35,967 (2022 - $24,133) the increase is due to more consultants used in the year compared to the prior year. This resulted in slightly lower expenditures.

• Management fees were $153,701 (2022 - $125,341) the increase is due to an increase in management employees, due to increased Company activity.

• Share based compensation was$138,956 (2022 - $18,775) the increase was due to the options now vesting each quarter over two years.

• Travel, promotion and investor relations was $152,373 (2022 - $109,982) was higher due to higher marketing and road show costs compared to the prior period.

• Deferred income tax expense $789,000 (2022-$188,000) relates to year end adjustment of deferred income tax liability and deferred income tax recovery.

Page 9 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

Partially offsetting losses was other income $1,045,039 (2022-$483,469) which was higher due to increased flow-through qualifying expenditures, which reduces the flow through premium liability and increases other income.

For the year ended September 30, 2023 (YE 2023)

The net loss for year ended September 30, 2023 was $1,901,975 (2022 - $1,474,072). The main contributing factors were:

• Management fees were $884,648 (2022 - $695,448). the increase is due to higher bonuses and an increase in management employees, due to increased Company activity.

• Professional fees were $99,122 (2022 - $85,963) the increase was due to a timing difference when tax return invoices were received compared to the prior period.

• Share based compensation expense was $694,892 (2022 – $1,556,889), the decrease was due to the options vesting over two years when compared to the prior period when all options granted vested immediately.

• Deferred income tax expense $789,000 (2022-$188,000) relates to year end adjustment of deferred income tax liability and deferred income tax recovery.

Partially offsetting losses was other income of $1,728,051 in the current period versus $2,348,758 in the prior period due to lower flow-through qualifying expenditures which reduces the liability and increases other income.

SUMMARY OF QUARTERLY RESULTS

S	ummary of quarterly results for recent eight quarters:	ummary of quarterly results for recent eight quarters:
	Three Months Ended	Revenue ($)	Income (loss) $	Gain (loss) per share1
	September 30, 2023	-	(252,894)	(0.01)
	June 30, 2023	-	(390,043)	(0.006)
	March 31, 2023³	-	(1,159,698)	(0.02)
	December 31, 2022	-	(99,340)	(0.002)
	September 30, 2022	-	(28,582)	(0.001)
	June 30, 2022_2_	-	485,135	0.009
	March 31, 2022_3_	-	(1,981,932)	(0.04)
	December 31, 2021_2_	-	51,307	0.001

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

2 The December 31 2021, June 30,2022, income resulted from increased flow-through expenditures which increases other income.

3 The March 31, 2022 and 2023 loss is large due to less flow through funds being spent during this period and the non-cash share based compensation expense for the annual option grant.

LIQUIDITY

At September 30, 2023, the Company has not achieved profitable operations, has accumulated losses of $58,626,052, since its inception, and expects to incur further losses in the pursuit and/or development of its business.

As at September 30, 2023, the Company had cash and cash equivalents balance of $6,686,637 (September 30, 2022 - $10,365,353)

During the year ended September 30, 2023, the Company’s operating activities spent cash of $1,891,419 as compared to a spend of $2,798,933 in the previous year.

Page 10 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

During the year ended September 30, 2023, $9,725,743 was spent on reclamation bonds and mineral property acquisition and exploration compared to $8,674,238 in the previous year. The majority of these totals primarily relate to exploration activities on the Company’s MPD property.

During the year ended September 30, 2023, $7,964,980 was raised due to financing activities compared to $10,087,057 in the prior 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 has minimal long-term debt and its credit and interest risk is minimal.

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 minimal 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 year ended September 30, 2023 consist of the President & Chief Executive Officer, Chief Financial Officer, Vice President Exploration, and Directors.

Page 11 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

Related Party	Nature of Transactions
Claudia Tornquist	Management fees
Mark Laycock	Management fees
Jeff Ward	Geological fees
Chris Taylor	Director fees
Steven Krause	Director fees
Chad Ulansky	Director fees
Kevin Tomlinson	Director fees
Lana Eagle	Director fees

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

		Year	Ended	Ended
		September 30,		September 30,
		2023		2022
Geological fees capitalized to exploration and evaluation	$		$
assets(1)		220,400		389,447
Management and directors fees(2)		647,036		676,649
Share-based compensation		341,930		897,147
Total	$	1,209,366	$	1,963,243

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

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

PROPOSED TRANSACTIONS

There are no proposed transactions that should be disclosed.

CHANGES IN ACCOUNTING POLICIES

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. These amendments are effective for reporting periods beginning on or after January 1, 2023. The Company does not expect the adoption of this new amendment to have a significant impact on the consolidated financial statements.

Disclosures of accounting policies (Amendments to IAS 1)

The IASB has published Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) to guide companies in applying materiality judgments to accounting policies disclosures.

The amendments:

• i. Require companies to disclose their material accounting policies rather than their significant accounting policies; and

• ii. With the corresponding amendments to IFRS Practice Statement 2, provide further guidance and examples on how to apply the materiality process to identify material accounting policy information that should be disclosed compared to policies that do not.

Page 12 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

This amendment is effective for annual periods beginning on or after January 1, 2023, and is to be applied prospectively. Earlier application is permitted. The Company does not expect the adoption of this amendment to have a significant impact on the consolidated financial statement disclosures.

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.

Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they come due. As at September 30, 2023, the Company had cash and cash equivalents balance of $6,686,637 (September 30, 2022 - $10,365,353) marketable securities balance of $75,903 (September 30, 2022 - $219,258) to settle current liabilities of $2,245,434 (September 30, 2022 - $2,542,098), that are due within one year.

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. The Company maintains its cash and cash equivalents with high-credit quality financial institutions, thus limiting its credit risk. As at September 30, 2023, the Company had a receivable balance of $192,874 (September 30, 2022 - $152,763), which relates to GST receivable from the Federal Government of Canada. There was $187,411 in Advances and Deposits as at September 30, 2023 (September 30, 2022 - $151,509) this was made up predominately of prepayments to vendors. There was also $476,088 (September 30, 2022 - $260,657) in reclamation bonds held by the Federal Government of Canada and the Bureau of Land Management in Arizona. The Company believes its credit risk is low.

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and commodity and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. Investments in equity instruments which are classified as fair value through other comprehensive income (loss) and are measured at fair value, are listed on public stock exchanges, including TSXV and OTC-QB. The Company is exposed to market price risk on its marketable securities. The Company’s marketable securities consist of one listed entity called Brixton Metals Corporation. A 10% change in quoted market price for Brixton Metals Corporation at September 30, 2023 would result in a change to other comprehensive income (loss) and fair value of marketable securities of $7,590.

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 September 30, 2023, the Company does not have any interest-bearing

Page 13 of 14

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2023

loans or liabilities outstanding, apart from the CEBA loan, see Note 12 of the consolidated financial statements. All receivable and payable balances are current and as such, are not subject to interest, so its exposure to interest rate risk is insignificant.

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 September 30, 2023, the Company did not have any material monetary assets or liabilities denominated in a foreign currency and consequently is not exposed to significant foreign currency risk.

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 as at January 24, 2024	63,927,058
Warrants	2,600,000 1,496,872	$1.10 $1.10	04/14/2025 04/21/2025
Options	20,000 260,000 700,000 50,000 826,000 100,000 50,000 1,182,000 40,000 25,000 1,365,000	$0.96 $0.375 $0.35 $0.43 $1.56 $1.41 $1.20 $1.35 $1.73 $0.91 $0.96	Feb/23/2024 Mar/4/2024 Mar/12/2025 June/14/2025 Jan/20/2026 Aug/03/2026 Oct/7/2026 Feb/03/2027 April/21/2027 Sep/01/2027 Feb/23/2028
Fully Diluted Balance,January 24, 2024	72,641,930

APPROVAL

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

Jeff Ward P.Geo., Vice President Exploration is the Qualified Person as defined by NI 43-101 standards, and is responsible for reviewing and approving the technical content of this MD&A.

ADDITIONAL INFORMATION

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

Page 14 of 14