Key Mining Corp., a Global Critical Minerals and Infrastructure Company, and Compass Digital Acquisition Corp. Announce Definitive Merger Agreement

Core Viewpoint - Key Mining Corp (KMC) has entered into a merger agreement with Compass Digital Acquisition Corp (CDAQ), aiming to combine their operations and enhance KMC's growth potential in the critical minerals sector [1][9]. Company Background - KMC is an exploration stage global critical minerals and infrastructure company with assets in Chile and the United States, including significant deposits of titanium and copper [2]. - The company holds the 10th largest rutile titanium dioxide deposit globally, strategically positioned to meet the rising demand for critical minerals [2][7]. Management Team - KMC's management team, led by CEO Cesar Lopez, possesses extensive experience in global mining exploration, development, and mergers and acquisitions [3]. Key Assets - The flagship asset of KMC is the Cerro Blanco Titanium project in Chile, which is 100% owned by KMC and supported by extensive drilling and engineering studies [4]. - The Cerro Blanco project has a Measured & Indicated Resource of 107 million tons at 1.78% TiO2, representing a high-grade source of titanium [4]. - KMC is also developing a water desalination plant to support the titanium mine and generate third-party water offtake revenue, positioned to monopolize water supply in the Huasco Valley [5]. Growth and Acquisition Strategy - KMC owns a greenfield copper project in Arizona, showcasing its ability to scale operations across the United States and other strategic locations [6][7]. - The company has a differentiated acquisition pipeline to support its scalable growth model in response to the increasing global demand for critical minerals [7]. Business Combination Details - The merger values KMC at a pre-money enterprise value of $230 million, with a pro forma combined enterprise value of $303 million, assuming $20 million in gross proceeds from CDAQ's trust account [9]. - The business combination is expected to provide KMC with approximately $15 million in net cash proceeds [9]. Merger Agreement Structure - Under the merger agreement, a newly-formed Delaware corporation will acquire both KMC and CDAQ, becoming the new public holding company [10]. - Existing shareholders of KMC will convert their equity ownership into equity of the new entity [10]. Timeline and Approvals - The business combination is anticipated to be completed in the first half of 2026, pending customary closing conditions, including shareholder approvals [11].