Key Mining and Compass Digital Plan Merger Valued at $230 Million

Key Mining and Compass Digital Acquisition Corp. entered into an agreement and plan of merger for a proposed business combination. KMC is an exploration stage global critical minerals and infrastructure company deploying a multi-jurisdiction strategy with assets initially located in Chile and the United States. The Company's asset base includes deposits of titanium and copper, including the 10th largest rutile titanium dioxide deposit in the world. KMC is strategically positioned to benefit from the accelerating global demand for critical minerals needed to power the modern economy and the structural supply-demand gap in the market. KMC's management team has decades of global mining exploration, development and M&A experience. Led by CEO Cesar Lopez, the existing management team will continue to lead the business after the Business Combination. The Business Combination values KMC at a pre-money enterprise value of $230, and implies a pro forma combined enterprise value of $303M, assuming a total of $20M in gross proceeds from remaining cash held in CDAQ's trust account after the redemptions and anticipated transaction financings by the parties prior to the closing of the Business Combination and an estimated $5M in transaction fees and expenses. Based on the foregoing assumptions, the Business Combination is currently anticipated to deliver net cash proceeds to KMC of approximately $15M. Under the terms of the Merger Agreement, a newly-formed Delaware corporation that is wholly-owned by CDAQ will acquire both KMC and CDAQ in reverse subsidiary mergers and will become the new public holding company for CDAQ and KMC after the closing of the Business Combination. KMC's existing shareholders will convert 100% of their equity ownership into Pubco equity. The Business Combination is expected to be completed in the first half of 2026, subject to customary closing conditions, including CDAQ and KMC shareholder approvals and a public listing of Pubco's common stock on a national securities exchange. Pubco intends to list its common stock and warrants to purchase its common stock on a national securities exchange, subject to approval of its listing application. The Business Combination has been approved by the Board of Directors of both KMC and CDAQ.