Kodiak Copper Corp. — Management Reports 2024

Aug 21, 2024

KODIAK COPPER CORP. MANAGEMENT DISCUSSION AND ANALYSIS

Form 51-102F1

For the Nine Months Ended June 30, 2024

Containing information up to and including August 19, 2024

KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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 nine months ended June 30, 2024 and is current to August 19, 2024. The MD&A supplements but does not form part of the interim consolidated financial statements of Kodiak and the notes thereto for the nine months ended June 30, 2024 and 2023, 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 nine months ended June 30, 2024 and 2023.

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 12-month period ending June 30, 2025; 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.

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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 June 26, 2024 Kodiak announced the publication of the Company’s annual Environmental, Social and Governance (“ESG”) report from Digbee ESG[TM] , a leading independent assessment platform for the mining industry. The Company was awarded an overall ESG score of “AA”. As part of its ESG strategy, Kodiak maintains carbon neutrality through its annual purchase of carbon offsets and has committed to decreasing carbon emissions.

On June 21, 2024 the Company announced the closing of a private placement. Total funds raised were $6,871,320 which comprised of 5.303.724 charity flow through units at $0.79, 1,293,000 common share units at $0.47, and 3,840,126 flow through shares at a price of $0.54. The charity flow through units and common share units have a half 24 month warrant attached, exercisable at $0.65.

On May 8, 2024 the Company reported plans for its 2024 Exploration Program, together with new potential Areas of Interest generated by VRIFY Artificial Intelligence (AI) targeting software, on its 100% owned MPD copper-gold porphyry project in southern British Columbia. A drill program of 10,000 metres is planned in 2024, focused on multiple drill-ready targets in the MPD North and South Project areas. VRIFY AI has recognized nine additional Areas of Interest, either adjacent to known copper-porphyry zones or as new priority regions which merit follow-up in 2024.

On April 25, 2024 the Company reported a new copper porphyry discovery at the 1516 zone located on the southern portion of the MPD copper-gold porphyry project. Results from the final 21 holes drilled at MPD in 2023 were presented, which include the first assays from discovery holes at 1516, as well as the last holes reporting from the West, South and Man zones from 2023.

MINERAL PROPERTIES

1. MPD COPPER-GOLD PORPHYRY PROJECT, BRITISH COLUMBIA

MPD Property

The MPD land package is located in the Quesnel terrane, 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, 384 drill holes (50,601 metres) were completed at MPD from 1966 to 2018. Previous operators include Rio Tinto plc, Newmont Mining Corp., Cominco and Xstrata Copper Canada. Historic drilling confirmed copper and gold mineralization over 14 km² within the project area. Numerous drill results had favourable gold to copper values and confirmed the potential for large and 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.

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

The initial MPD claim package was purchased in November 2018 when the Company acquired 100% ownership of the MPD copper-gold porphyry project in south-central British Columbia, consisting of the consolidated Man, Prime and Dillard properties (or “MPD”). 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.

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.

• 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 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.

Kodiak Exploration

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 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

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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. Drilling at the Dillard target in 2022 confirmed a broad area of lower-grade copper-gold mineralization from bedrock surface to 530 metres depth over a strike of 900 metres. Further drilling is warranted.

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. Kodiak’s geophysical and geochemical surveys, prospecting and trenching have identified in total 18 prospective target areas on the MPD project.

In 2023 a total of 18,562 metres in 33 holes were drilled, focused on five targets: West, Man, South, Beyer and 1516. At the West Zone new and historic drilling has confirmed porphyry mineralization over an area of 300 metres by 650 metres, and from surface to depths of 962 metres, which is open to extension. Drilling also confirmed shallow high-grade copper as well as mineralized hydrothermal breccia at depth.

Kodiak’s drilling of the Man Zone has significantly extended copper-gold mineralization, which is still open in multiple directions. Drilling confirmed copper and gold from surface, and additional zones of porphyry mineralization to 995 metres depth. Man is located along trend and approximately a kilometre from the southern end of Kodiak’s Gate Zone discovery.

At the South Zone Kodiak significantly extended porphyry mineralization and linked historic shallow copper at the South and Mid Zones with a near continuous mineralized intercept in new drilling of 1053 metres. Kodiak’s South Zone drilling, combined with historic soil geochemistry and 3D IP, suggests that the South, Mid and Adit Zones may be part of a much larger system that comprises all three zones.

At the 1516 Zone, the Company discovered the second new copper porphyry centre on the MPD Project, after the Gate Zone discovery. It is underlying a 2-kilometre-long, zoned polymetallic copper-gold-molybdenum-bismuthtungsten soil anomaly, having a coincident historic Induced Polarization (IP) anomaly. The new 1516 Zone is

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

interpreted to be part of a larger, multi-centred 4.5 square kilometre porphyry system that also hosts the South, Mid and Adit Zones, based on drill core chemistry and historic copper in soils.

The 2023 regional exploration program at MPD identified five new targets, bringing the total number of prospective areas to 24, of which only eight have been drilled by Kodiak by the end of 2023.

The Company is currently drilling the project with results expected soon.

Recent developments at MPD 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/).

Environmental, Social and Governance (ESG)

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 water quality, migratory/nesting bird, species at risk and incidental wildlife surveys.

Since 2022 the Company became carbon neutral 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 through the implementation of a carbon reduction strategy.

Kodiak annually publishes an Environmental, Social and Governance (“ESG”) report from Digbee ESG™ (“Digbee”), a leading independent assessment platform for the mining industry. The report provides a comprehensive assessment of Kodiak’s performance across a broad range of ESG criteria, and Kodiak most recently achieved an overall ESG score of “AA” from Digbee’s independent panel of qualified Mining ESG experts who reviewed our submission against a set of rigorous and standardised scoring criteria.

2. MOHAVE COPPER-MOLYBDENUM-SILVER PROJECT, 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

• 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

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

• 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 permitted and drill ready; however, there are no plans to drill in 2024. The Company is considering strategic alternatives for the project.

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 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.

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	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

Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	Inferred Mineral Resource Estimate for the Kahuna and Notch Kimberlites (APEX, 2015)	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.

Target for Further Exploration (“TFFE”) for the Kahuna and	Target for Further Exploration (“TFFE”) for the Kahuna and	Target for Further Exploration (“TFFE”) for the Kahuna and	Target for Further Exploration (“TFFE”) for the Kahuna and	Target for Further Exploration (“TFFE”) for the Kahuna and	Target for Further Exploration (“TFFE”) for the Kahuna and	Notch Kimberlites (APEX, 2015)	Notch Kimberlites (APEX, 2015)	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	2,990,000	140‐600	10,760,000	1.10	11,830,000
Notch	110‐300	1,570,000	0.70	1,100,000	110‐600	4,050,000	1.00	4,050,000

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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 June 30, 2024 (Q3 2024)

The net income (loss) for the three months ended June 30, 2024 was $(417,657) (2023– $(390,043). The main contributing factors were:

• Consulting fees were $65,584 (2023 - $35,133) the increase is due to the amortization of a consulting agreement in the current period but not in the prior period.

• Management fees were $169,372 (2023 - $147,436) the increase is due to some higher management costs.

• • Share based compensation was $108,618 (2023 - $139,980) the decrease was due to the options being granted at a lower fair value which lowers the share based compensation amount.

• Travel, promotion and investor relations was $216,883 (2023 - $276,581) the decrease was due to lower expenditures in the quarter.

• Office and administration $61,296 (2023-$41,64) the increase was due to general office and administration spend increases.

Partially offsetting losses was other income $324,484 (2023-$279,326) which was higher due to increased flow-through qualifying expenditures, which reduces the flow through premium liability and increases other income.

For the nine months ended June 30, 2024 (Q3 2024)

The net income (loss) for the nine months ended June 30, 2024 was ($1,244,294) (2023– $(1,649,081). The main contributing factors were:

• Management fees were $594,408 (2023 - $730,947) the decrease is due to lower bonuses and the payment of bonuses spread over two quarters.

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

• Payroll costs was $115,057 (2023 - $133,673) the decrease was due to a health benefits credit and lower payroll costs due to a lower number of temporary employees.

• Travel, promotion and investor relations was $499,035 (2023 - $613,918) the decrease was due to lower expenditures over the period..

• Office and administration $207,843 (2023-$101,405) the increase was predominantly due to part 12.6 tax relating to the March 2022 flow through raise and general office and administration spend increases.

Partially offsetting losses was other income $965,498 (2023-$683,012) which was higher due to increased flow-through qualifying expenditures, which reduces the flow through premium liability and increases other income.

SUMMARY OF QUARTERLY RESULTS

Summary of quarterly results for recent eight quarters:

Three Months Ended	Revenue ($)	Income (loss) $	Gain (loss) per share1
June 30, 2024	-	(417,657)	(0.006)
March 31, 2024²	-	(722,872)	(0.011)
December 31, 2023	-	(103,765)	(0.002)
September 30, 2023	-	(252,894)	(0.01)
June 30, 2023	-	(390,043)	(0.006)
March 31, 2023²	-	(1,159,698)	(0.02)
December 31, 2022	-	(99,340)	(0.002)
September 30, 2022	-	(28,582)	(0.001)

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

2 The March 31, 2023 and March 31, 2024loss 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

The quarterly results vary primarily as a result of other income as a result of flow through expenditures being incurred during the period.

LIQUIDITY

At June 30, 2024, the Company has not achieved profitable operations, has accumulated losses of $59,870,346 since its inception, and expects to incur further losses in the pursuit and/or development of its business.

As at June 30, 2024, the Company had cash and cash equivalents balance of $8,315,537 (September 30, 2023 - $6,686,637)

During the nine months ended June 30, 2024, the Company’s operating activities spent cash of $1,640,985 as compared to a spend of $1,541,465 in the previous year.

During the nine months ended June 30, 2024, $3,295,794 was spent on reclamation bonds and mineral property acquisition and exploration compared to $5,648,453 in the previous year. The majority of these totals primarily relate to exploration activities on the Company’s MPD property.

During the nine months ended June 30, 2024, a net amount of $6,557,327 was received due to financing activities of shares issued net of share issuance costs ($6,529,202), options exercised ($58,125), and the CEBA loan repayment ($30,000) compared to $7,924,229 in the prior year from share issuance and the sale of marketable securities.

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

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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 nine months ended June 30, 2024 consist of the Chairman, President & Chief Executive Officer, Chief Financial Officer, Vice President Exploration, and Directors.

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

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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

		Nine Months	Nine Months	Ended
		June 30, 2024		June 30, 2023
Geological fees capitalized to exploration and evaluation	$		$
assets(1)		189,833		390,495
Management and directors fees(2)		450,415		757,739
Share-based compensation		272,258		375,870
Total	$	912,506	$	1,524,104

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

(2) Management and directors 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.

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

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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 June 30, 2024, the Company had cash and cash equivalents balance of $8,315,537 (September 30, 2023 - $6,686,637) marketable securities balance of $45,067 (September 30, 2023 - $75,903) to settle current liabilities of $3,256,212 (September 30, 2023 - $2,285,434), 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 June 30, 2024, the Company had a receivable balance of $68,239 (September 30, 2023 - $192,874), which relates to GST receivable from the Federal Government of Canada. There was $354,595 in Advances and Deposits as at June 30, 2024 (September 30, 2023 - $187,411) this was made up predominately of prepayments to vendors. There was also $478,578 (September 30, 2023 - $476,088) 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 June 30, 2024 would result in a change to other comprehensive income (loss) and fair value of marketable securities of $4,507.

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 June 30, 2024, the Company does not have any interest-bearing loans or liabilities outstanding. The Company paid the $30,000 due on the CEBA loan before January 18, 2024 and obtained the $10,000 in forgiveness. 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 June 30, 2024, 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.

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KODIAK COPPER CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2024

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 August 19, 2024	74,518,908
Warrants	2,600,000 1,496,872 3,298,362	$1.10 $1.10 $0.65	04/14/2025 04/21/2025 06/21/2026
Options	20,000 694,000 50,000 800,000 100,000 50,000 1,149,000 40,000 25,000 1,351,000 1,315,000	$0.48 $0.35 $0.43 $1.56 $1.41 $1.20 $1.35 $1.73 $0.91 $0.96 $0.48	Feb/21/2025 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 Feb/21/2029
Fully Diluted Balance,August 19, 2024	87,508,142

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

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