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Compass Digital Acquisition Corp. entered into a Merger Agreement to combine with Key Mining Corp., a critical minerals and infrastructure company with projects in Chile and the U.S. A new Delaware holding company, Titan Holdings Corp. (Pubco), will become the public parent, later renamed Key Mining Holdings Corp., with both CDAQ and KMC as wholly owned subsidiaries.
KMC stockholders will receive Pubco common stock valued at an aggregate $230.0 million, paid entirely in shares priced at $10.00 per share, while KMC options and warrants will be assumed by Pubco. Closing requires CDAQ and KMC shareholder approvals, an effective Form S‑4, stock exchange listing of Pubco, and a minimum cash condition of $5.0 million after redemptions, financings and expenses. Pubco will adopt an equity plan reserving shares equal to 15% of its post‑closing common stock.
The agreement includes no termination fee, a June 30, 2026 outside date, customary no‑shop provisions, voting and sponsor support agreements, and registration rights for key KMC and SPAC holders. Extensive risk factors highlight KMC’s exploration‑stage mining and desalination projects, need for significant capital, permitting and country risks in Chile, and uncertainties around securing long‑term offtake for its water project.
Compass Digital Acquisition Corp. entered into a definitive merger agreement with Key Mining Corp. to complete a proposed business combination using a new holding company structure. A newly formed Delaware company, Titan Holdings Corp. (Pubco), will become the publicly traded parent, with Compass Digital Acquisition and Key Mining each becoming its wholly owned subsidiaries after two sequential mergers. Compass Digital Acquisition securityholders are expected to receive substantially equivalent securities of Pubco, while Key Mining shareholders will receive Pubco common stock and Pubco will assume all outstanding Key Mining options and warrants.
Key Mining is described as a global critical minerals and infrastructure company with projects in Chile and the United States, including mining and a water desalination project. Completion of the deal will require shareholder approval and a registration statement on Form S-4 with a combined proxy statement/prospectus. The disclosure highlights extensive forward-looking statements and risks, including the possibility the transaction is not completed, high redemption levels, financing and listing conditions, and project-specific risks tied to exploration-stage mining, desalination infrastructure, permitting, capital needs and operating in Chile.
Compass Digital Acquisition Corp. announced that it has entered into a merger agreement for a proposed business combination with Key Mining Corp., a Delaware-based global critical minerals and infrastructure company with projects in Chile and the United States. The transaction will be structured so that a newly formed holding company, Titan Holdings Corp. (Pubco), becomes the publicly traded parent of both Compass Digital Acquisition and Key Mining.
After the deal closes, Compass Digital Acquisition and Key Mining are expected to become wholly owned subsidiaries of Pubco, with Compass Digital securityholders receiving substantially equivalent Pubco securities and Key Mining shareholders receiving Pubco common stock. Pubco will also assume all outstanding Key Mining options and warrants. The combination remains subject to shareholder approval, regulatory filings including a planned Form S-4 registration statement with proxy statement/prospectus, and satisfaction of closing conditions outlined in the merger agreement.