MIAMI, FL. & ZEPHYR COVE, NV., Feb. 06, 2026 (GLOBE NEWSWIRE) — Key Mining Corp., an exploration stage essential minerals and infrastructure firm (“KMC”), and Compass Digital Acquisition Corp. (OTC: CDAQF), a particular goal acquisition firm (“CDAQ”), introduced immediately that Titan Holdings Corp., a newly fashioned Delaware company that’s wholly-owned by CDAQ for the Enterprise Mixture (as outlined beneath) (“Pubco”) filed a registration assertion on Type S-4 (the “Registration Assertion”) with the U.S. Securities and Alternate Fee (“SEC”), in reference to the beforehand introduced proposed enterprise mixture between KMC and CDAQ (the “Enterprise Mixture”).
CDAQ entered into an settlement and plan of merger (as amended, the “Merger Settlement”) with KMC, Pubco and different events named therein on January 6, 2026. The Enterprise Mixture is anticipated to be accomplished within the first half of 2026, topic to customary closing situations, together with CDAQ’s and KMC’s shareholder approvals, the Registration Assertion being declared efficient by the SEC and approval of the itemizing of Pubco’s widespread inventory and warrants on a nationwide securities alternate.
KMC is an exploration stage world essential minerals and infrastructure firm deploying a multi-jurisdiction technique with property initially positioned in Chile and the USA. KMC’s asset base consists of deposits of titanium and copper, together with the tenth largest rutile titanium dioxide deposit on this planet. KMC is strategically positioned to profit from the accelerating world demand for essential minerals wanted to energy the fashionable financial system and the structural supply-demand hole available in the market.
The Enterprise Mixture is anticipated to offer as much as $20 million in gross proceeds from a mix of the remaining money held in CDAQ’s belief account after redemptions and anticipated transaction financings by the events previous to the closing of the Enterprise Mixture. Proceeds are anticipated for use to assist KMC’s improvement actions and to fund transaction-related prices.
“The submitting of the Type S-4 is as an necessary step towards finishing our proposed Enterprise Mixture with KMC,” mentioned Thomas D. Hennessy, CEO and Director of CDAQ. “We stay enthusiastic about KMC’s portfolio of high-value essential mineral and infrastructure property throughout the Americas.”
“The submitting of the Type S-4 marks a significant milestone as we progress towards changing into a public firm,” mentioned Cesar Lopez, Founder and CEO of KMC. “We consider the general public markets present an applicable platform for the long-term development of KMC and permits us to proceed to develop our Cerro Blanco mission website, whereas additionally capitalizing on our scalable M&A development mannequin.”
Further details about the Enterprise Mixture is included within the Registration Assertion filed by Pubco with the SEC.
About Key Mining Corp.
Key Mining Corp. is aiming to construct a number one world mining platform by buying, advancing, and creating essential mineral property all through the Americas. KMC at present owns essential mineral property in Chile and the USA. KMC’s flagship asset is the 100% owned Cerro Blanco titanium mission, a high-grade rutile deposit, and a water desalination mission that’s beneath improvement, positioned within the Atacama Area of Chile. The Cerro Blanco mission is the tenth largest rutile titanium dioxide deposit on this planet and a complicated stage water desalination mission website, which is meant to assist additional improvement and has obtained important third-party offtake curiosity. KMC’s head workplace is positioned in Miami, Florida and its mission workplace is positioned in Santiago, Chile.
For extra data, please go to keyminingcorp.com.
About Compass Digital Acquisition Corp.
Compass Digital Acquisition Corp. is a clean verify firm integrated within the Cayman Islands on March 8, 2021. CDAQ was fashioned for the aim of effectuating a merger, capital share alternate, asset acquisition, share buy, reorganization or different comparable enterprise mixture with a number of companies. CDAQ is an rising development firm and, as such, is topic to all dangers related to rising development firms.
For extra data, please go to cdaq-spac.com.
Further Data and The place to Discover It
In reference to the proposed Enterprise Mixture, Pubco has filed with the SEC the Registration Assertion that features a proxy assertion of CDAQ and a prospectus (the “proxy assertion/prospectus”), in addition to different related paperwork regarding the Enterprise Mixture. CDAQ will mail the proxy assertion/prospectus to its shareholders, searching for their approval of the Enterprise Mixture and associated issues. INVESTORS AND SHAREHOLDERS OF CDAQ AND OTHER INTERESTED PERSONS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Buyers and shareholders and different individuals will be capable to receive a free copy of the proxy assertion/prospectus, in addition to different filings containing details about CDAQ, Pubco and KMC, with out cost, as soon as out there, on the SEC’s web site (www.sec.gov). Copies of the proxy assertion/prospectus and the filings with the SEC that can be integrated by reference within the proxy assertion/prospectus will also be obtained, with out cost, from CDAQ by going to CDAQ’s web site, cdaq-spac.com.
No Provide or Solicitation
This press launch is for informational functions solely and isn’t supposed to and doesn’t represent a proposal to subscribe for, purchase or promote, the solicitation of a proposal to subscribe for, purchase or promote or an invite to subscribe for, purchase or promote any securities or the solicitation of any vote or approval in any jurisdiction, whether or not pursuant to or in reference to the Enterprise Mixture or in any other case, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant legislation. No provide of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, and in any other case in accordance with relevant legislation.
Individuals in Solicitation
Every of CDAQ, Pubco, KMC and their respective administrators, govt officers and sure different members of administration and staff could also be deemed beneath SEC guidelines to be contributors within the solicitation of proxies from CDAQ’s shareholders in reference to the Enterprise Mixture. Data concerning the individuals who could also be thought of contributors within the solicitation of proxies in reference to the Enterprise Mixture, together with an outline of their direct or oblique pursuits, by safety holdings or in any other case, can be set forth within the proxy assertion/prospectus and different related supplies when they’re filed with the SEC. Data concerning the administrators and govt officers of CDAQ is about forth in CDAQ’s Annual Reviews on Type 10-Okay. Data concerning the identification of all potential contributors, and their direct and oblique pursuits, by safety holdings or in any other case, can be set forth within the proxy assertion/prospectus and different related supplies filed with the SEC. These paperwork may be obtained freed from cost from the sources indicated above.
Cautionary Assertion Relating to Ahead-Wanting Statements
Sure statements herein and the paperwork integrated herein by reference could represent forward-looking statements, which statements contain inherent dangers and uncertainties.
Examples of forward-looking statements embrace, however are usually not restricted to, statements with respect to the Enterprise Mixture. Such statements embrace expectations, hopes, beliefs, intentions, plans, prospects, monetary outcomes of methods concerning KMC, CDAQ, Pubco, the Enterprise Mixture and statements concerning the anticipated advantages and timing of the completion of the Enterprise Mixture, goals of administration for future operations of KMC, anticipated working prices of KMC and its subsidiaries, the upside potential and alternative for buyers, KMC’s plan for worth creation and strategic benefits, market website and development alternatives, regulatory situations and aggressive place, the satisfaction of closing situations to the Enterprise Mixture and the extent of redemptions of CDAQ’s public shareholders, and KMC’s, Pubco’s and CDAQ’s expectations, intentions, methods, assumptions or beliefs about future occasions, outcomes at operations or efficiency or that don’t solely relate to historic or present information. These forward-looking statements usually are recognized by the phrases “consider,” “mission,” “anticipate,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “potential,” “plan,” “could,” “ought to,” “will,” “would,” “can be,” “will proceed,” “will doubtless outcome,” and comparable expressions. Ahead-looking statements are based mostly on assumptions as of the time they’re made and are topic to dangers, uncertainties and different components which might be troublesome to foretell with regard to timing, extent, probability and diploma of incidence, which may trigger precise outcomes to vary materially from anticipated outcomes expressed or implied by such forward-looking statements. Such dangers, uncertainties and assumptions, embrace, however are usually not restricted to: the danger that the Enterprise Mixture might not be accomplished in a well timed method or in any respect, which can adversely have an effect on the value of CDAQ’s securities; the danger that the Enterprise Mixture might not be accomplished by CDAQ’s enterprise mixture deadline; failure to appreciate the anticipated advantages of the Enterprise Mixture; the danger that the redemptions of CDAQ’s public shareholders could scale back the general public float of, scale back the liquidity of the buying and selling market of the securities of CDAQ; the dangers that CDAQ, KMC and Pubco won’t increase the anticipated transaction financing that they’re searching for in reference to the Enterprise Mixture or that the phrases of such financing can be on much less fascinating phrases and situations than at present anticipated; the dangers that the situations to the consummation of the closing beneath the Merger Settlement might not be glad, together with the failure to acquire the itemizing of Pubco widespread inventory on a nationwide securities alternate upon the closing of the Enterprise Mixture, and the Enterprise Mixture won’t be consummated; prices associated to the Enterprise Mixture and on account of changing into a public firm; the danger that KMC is an exploration stage mining firm that is also creating a desalination plant and has restricted working historical past; the danger that KMC is an exploration stage mining firm that is also creating a desalination plant and has restricted working historical past; the dangers that the Titanium Undertaking is within the exploration stage; the dangers that inaccuracies of historic data with respect to KMC’s mineral tasks may hinder its exploration plans; the dangers that appropriate infrastructure might not be out there or harm to present infrastructure could happen; the dangers that KMC would require substantial further capital to discover and/or develop the Cerro Blanco Undertaking and KMC could also be unable to lift further capital on favorable phrases or in any respect; the dangers that KMC has a restricted working historical past on which to judge its enterprise and efficiency, and accordingly, KMC’s prospects have to be thought of in gentle of the dangers that any new firm encounters; the dangers that KMC has incurred working losses since inception on February 18, 2020, expects to incur important working losses for the foreseeable future and should by no means obtain or maintain profitability; the dangers that the mining trade is very aggressive; the dangers that there could also be defects in KMC’s rights beneath the mining claims that comprise the Titanium Undertaking in Chile, and such defects may impair KMC’s capacity to probe for mineralized materials and to in any other case develop such property; the dangers that KMC faces important dangers and hazards inherent to the event and operation of a water desalination mission; the dangers that the Water Desalination Undertaking’s success is dependent upon getting into into and sustaining long-term water buy agreements with mining, utility and agricultural off-takers, which can not materialize as anticipated; the dangers that the Water Desalination Undertaking’s off-take portfolio is anticipated to be concentrated in a restricted variety of mining clients whose operations and water wants could also be affected by commodity value volatility, regulatory adjustments and different components; the dangers that potential demand and offtake for the Water Desalination Undertaking could also be inadequate to assist its financial viability or profitability; the dangers that KMC could also be unable to acquire approvals to extend the permitted capability of the Water Desalination Undertaking as contemplated, which might restrict potential returns and will adversely have an effect on KMC’s enterprise; the dangers that though the Water Desalination Undertaking has obtained an Environmental Impression Assertion approval and a lot of the permits required to start building, sure key permits and land rights, together with remaining maritime concessions and remaining easements, stay excellent or topic to renewal and problem; the dangers that the Cerro Blanco Undertaking is positioned in Chile which makes KMC weak to dangers related to working in a single main geographic space; the dangers that adjustments in legal guidelines or rules concerning mining concessions in Chile may improve KMC’s bills; the dangers that after consummation of the proposed Enterprise Mixture, KMC experiences difficulties managing its development and increasing operations; challenges in implementing the marketing strategy, resulting from lack of an working historical past, operational challenges, important competitors and regulation; and people threat components mentioned in paperwork of CDAQ , Pubco or KMC filed, or to be filed, with the SEC.
The foregoing listing of threat components shouldn’t be exhaustive. It’s best to rigorously take into account the foregoing components and the opposite dangers and uncertainties described within the “Danger Elements” part within the remaining prospectus of CDAQ dated as of October 14, 2021 and filed by CDAQ with the SEC on October 18, 2021, CDAQ’s Quarterly Reviews on Type 10-Q, CDAQ’s Annual Reviews on Type 10-Okay and the Registration Assertion on Type S-4 and proxy assertion/prospectus filed by Pubco , and different paperwork filed or to be filed by CDAQ, Pubco and KMC on occasion with the SEC. These filings do or will determine and tackle different necessary dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. There could also be further dangers that none of KMC, Pubco or CDAQ presently know or at present consider are immaterial that would additionally trigger precise outcomes to vary from these contained within the forward-looking statements.
Ahead-looking statements converse solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and not one of the events or any of their representatives assumes any obligation and doesn’t intend to replace or revise these forward-looking statements, whether or not on account of new data, future occasions, or in any other case. Not one of the events or any of their representatives offers any assurance that KMC, Pubco or CDAQ will obtain its expectations. The inclusion of any assertion on this press launch doesn’t represent an admission by KMC, Pubco, CDAQ or some other individual that the occasions or circumstances described in such assertion are materials.
Investor Relations Contact
Nick Geeza
CFO, CDAQ
ngeeza@hennessycapitalgroup.com
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