Plan of arrangement
The TSX Venture Exchange has accepted for filing documentation pertaining to the arrangement agreement dated July 22, 2025, between Plata Latina Minerals Corp. (to be renamed Edge Copper Corp.) and World Copper Ltd., concerning a plan of arrangement under the provisions of the Business Corporations Act (British Columbia). Pursuant to the arrangement, Plata Latina acquired all of the issued and outstanding shares of Zonia Holdings Corp. and certain intercompany debt of Zonia from World Copper.
As total consideration, Plata Latina paid $10.5-million in cash and issued 113,461,181 common shares on a preconsolidation basis (37,820,374 common shares on a postconsolidation basis) to World Copper. Of these amounts, World Copper will retain $500,000 in cash and 15 million Plata Latina common shares on a preconsolidation basis (five million on a postconsolidation basis). World Copper will distribute the remaining $10-million in cash to pay off outstanding liabilities and the remaining 98,461,181 common shares on a preconsolidation basis (32,820,374 on a postconsolidation basis) to shareholders of World Copper.
Pursuant to the plan of arrangement, World Copper renamed and redesignated its existing common shares as Class A common shares and created a new class of common shares. The existing World Copper shares (as renamed and redesignated Class A common shares) were deemed to be exchanged for: (a) one new World Copper share; and (b) 0.37447537 of a Plata Latina common share on a prename change and preconsolidation basis (0.12482512 of an Edge Copper common share on a postname change and postconsolidation basis) for each existing World Copper share held. Upon completion of the World Copper share exchange, all of the existing World Copper shares were cancelled.
Additionally, outstanding World Copper warrants and certain specified World Copper stock options were exchanged for corresponding Edge Copper replacement warrants and stock options, respectively, in accordance with arrangement agreement, subject to the adjustment due to the consolidation.
The exchange has been advised that approval of the arrangement by the World Copper shareholders was received at a special meeting of shareholders held on Oct. 16, 2025, and that approval of the arrangement was received from the Supreme Court of British Columbia on Oct. 23, 2025. The arrangement completed on Oct. 30, 2025.
For more details, please refer to Plata Latina and World Copper's joint management information circular dated Sept. 12, 2025, and Plata Latina and World Copper's joint news releases issued July 23, 2025, and Oct. 30, 2025, each of which is available on SEDAR+.
Private placement
Financing type: non-brokered private placement
Gross proceeds: $17-million
Offering: 170 million (preconsolidation) listed shares with 85 million (preconsolidation) warrants, equal to approximately 56,666,665 (postconsolidation) listed shares with 28,333,332 (postconsolidation) warrants
Offering price: 10 cents (preconsolidation) per listed share, adjusted to 30 cents (postconsolidation) per listed share
Warrant exercise terms: 20 cents (preconsolidation) per listed share for an 18-month period, adjusted to 60 cents (postconsolidation) per listed share for an 18-month period
Commissions in securities: nil
Disclosure: Refer to the company's news releases dated July 23, 2025, Oct. 16, 2025, and Oct. 30, 2025.
Name change and consolidation, symbol change
Pursuant to a resolution passed by shareholders on Oct. 16, 2025, the company has consolidated its capital on a one-new-for-three-old basis. The name of the company has also been changed as follows.
Effective at the opening on Monday, Nov. 3, 2025, the common shares of Edge Copper will commence trading on the TSX Venture Exchange and the common shares of Plata Latina Minerals will be delisted. The company is classified as a mineral exploration/development company.
Postconsolidation
Capitalization: unlimited shares with no par value, of which
120,831,920 shares are issued and outstanding
Escrow: nil shares subject to escrow
Transfer agent: Computershare Investor Services Inc.
Trading symbol: EDCU (new)
Cusip No.: 279852 10 7 (new)
For more information, please refer to the company's news release dated July 23, 2025, and Oct. 30, 2025, and Plata Latina and World Copper's joint management information circular dated Sept. 12, 2025.
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