Key Mining Corp. and Compass Digital Acquisition Corp. Announce Filing of Registration Statement on Form S-4 with the SEC

MIAMI, FL. & ZEPHYR COVE, NV., Feb. 06, 2026 (GLOBE NEWSWIRE) -- Key Mining Corp., an exploration stage critical minerals and infrastructure company (“KMC”), and Compass Digital Acquisition Corp. (OTC: CDAQF), a special purpose acquisition company (“CDAQ”), announced today that Titan Holdings Corp., a newly formed Delaware corporation that is wholly-owned by CDAQ for the Business Combination (as defined below) (“Pubco”) filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”), in connection with the previously announced proposed business combination between KMC and CDAQ (the “Business Combination”).

CDAQ entered into an agreement and plan of merger (as amended, the “Merger Agreement”) with KMC, Pubco and other parties named therein on January 6, 2026. The Business Combination is expected to be completed in the first half of 2026, subject to customary closing conditions, including CDAQ’s and KMC’s shareholder approvals, the Registration Statement being declared effective by the SEC and approval of the listing of Pubco’s common stock and warrants on a national securities exchange.

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. KMC’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.

The Business Combination is expected to provide up to $20 million in gross proceeds from a combination of the remaining cash held in CDAQ’s trust account after redemptions and anticipated transaction financings by the parties prior to the closing of the Business Combination. Proceeds are expected to be used to support KMC’s development activities and to fund transaction-related costs.

“The filing of the Form S-4 is as an important step toward completing our proposed Business Combination with KMC,” said Thomas D. Hennessy, CEO and Director of CDAQ. “We remain excited about KMC’s portfolio of high-value critical mineral and infrastructure assets across the Americas.”

“The filing of the Form S-4 marks a meaningful milestone as we progress toward becoming a public company,” said Cesar Lopez, Founder and CEO of KMC. “We believe the public markets provide an appropriate platform for the long-term growth of KMC and enables us to continue to develop our Cerro Blanco project site, while also capitalizing on our scalable M&A growth model.”