Mr. Gil Clausen reports
EDGE COPPER ANNOUNCES COMPLETION OF THE ACQUISITION OF THE ZONIA COPPER PROJECT AND CONCURRENT $17 MILLION FINANCING TO CREATE "EDGE COPPER CORPORATION"
Edge Copper Corp. (formerly Plata Latina Minerals Corp.) has completed its previously announced acquisition of the Zonia copper project in Arizona from World Copper Ltd. (TSX Venture Exchange: WCU) (OTCQB: WCUFF) (FSE: 7LY0) in exchange for consideration of cash and common shares of Edge Copper by way of a court-approved plan of arrangement. In connection with the transaction, Plata Latina Minerals changed its name to Edge Copper Corp. and effected a 1:3 consolidation of its common shares.
It is anticipated that the Edge Copper shares will commence trading on the TSX-V on or about Nov. 3, 2025, on a postconsolidation and postname change basis under the new stock symbol EDCU with the Cusip and ISIN numbers 279852107 and CA2798521076, respectively.
"Zonia represents a remarkable opportunity to apply our technical expertise and modern mining approaches to a project with strong fundamentals," said Gil Clausen, Edge Copper's chair and chief executive officer. "With exceptional near-term exploration and development upside, existing infrastructure, private land tenure, and a supportive regulatory environment, our team sees clear potential to advance Zonia toward development efficiently and responsibly."
Edge Copper's president, Letitia Wong, commented: "The acquisition of the Zonia copper project marks a transformative step in establishing the new Edge Copper as the next leading U.S. copper developer. As global demand for copper continues to grow and the
U.S. focuses on domestic demand for critical minerals,
Edge Copper is focused on advancing projects that can deliver both economic and environmental value."
Under the terms of the transaction, Edge Copper acquired all of the issued outstanding common shares of World Copper's wholly owned subsidiary, Zonia Holdings Corp., which indirectly holds the Zonia copper project. World Copper received $10.5-million in cash and an aggregate of 37,820,374 Edge Copper shares (on a postconsolidation basis), resulting in World Copper and its shareholders owning approximately 31.3 per cent of Edge Copper, on a non-diluted basis, immediately following closing of the transaction and the concurrent financing (as defined below). As part of the transaction, World Copper shareholders received 0.12482512 of an Edge Copper share, on a postconsolidation basis, for each common share of World Copper pursuant to a distribution by World Copper to its shareholders of a substantial portion of the share Consideration. World Copper retained approximately $500,000 in cash and five million Edge Copper shares (on a postconsolidation basis), and is required to use the balance of the cash consideration to satisfy outstanding indebtedness, accounts payable and other liabilities of World Copper and its subsidiaries.
As a result of the transaction, Zonia Holdings has become a wholly owned subsidiary of Edge Copper. World Copper continues to be a stand-alone reporting issuer in all of the provinces and territories of Canada, with its common shares listed on the TSX-V under the stock symbol WCU. The transaction was completed on an arm's-length basis and no finders' fees were payable in connection with the transaction.
Edge Copper governance and leadership
Edge Copper's senior leadership team includes Gilmour Clausen as chair and chief executive officer, and Letitia Wong as president. Edge Copper has appointed two World Copper directors, Robert Kopple and Keith Henderson, to its board of directors.
Concurrent financing
In connection with the closing of the transaction, Edge Copper is pleased to announce that it has now closed its non-brokered private placement of units of Edge Copper through the issuance of 56,666,665 units of Edge Copper to subscribers pursuant to applicable exemptions under National Instrument 45-106 -- Prospectus Exemptions at a price of 30 cents per Edge Copper unit for gross aggregate proceeds of $17-million (in each case, on a postconsolidation basis).
Each postconsolidation Edge Copper unit consists of one Edge Copper share and one-half of one Edge Copper share purchase warrant. Each Edge Copper warrant entitles the holder thereof to acquire one Edge Copper share at an exercise price of 60 cents for a period of 18 months following such closing of the concurrent financing. All securities issued in connection with the concurrent financing are subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws, with such hold period expiring on March 1, 2026.
The proceeds of the concurrent financing were allocated to finance the cash consideration under the transaction and to finance the exploration and development of the Zonia copper project, including drilling, metallurgical testwork, engineering, feasibility study work, permitting work, geotechnical work. Approximately $3-million is to be used for general working capital and corporate purposes, including transaction-related expenses. No commission or brokerage or finder's fee was payable in connection with the concurrent financing.
The concurrent financing was approved by a majority of the votes cast by Plata Latina shareholders at a special meeting of Plata Latina shareholders held on Oct. 16, 2025, excluding votes cast by persons required to be excluded under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.
Information for World Copper shareholders
In order to receive the share consideration, registered shareholders of World Copper must complete, sign, date and return the letter of transmittal that was mailed to each World Copper shareholder prior to closing. The letter of transmittal is also available under World Copper's profile on SEDAR+. For those World Copper shareholders whose World Copper shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, they should contact such nominee for assistance in depositing their World Copper shares and should follow the instructions of such intermediary or nominee.
Replacement Edge Copper warrants and replacement Edge Copper options
Under the transaction, holders of World Copper warrants received replacement warrants to acquire, in lieu of one World Copper share for each World Copper warrant, a fraction of an Edge Copper share determined on the basis of the exchange ratio. The Edge Copper replacement warrants are exercisable until their respective expiry dates and feature terms that are otherwise the same as the terms of the World Copper warrants in effect immediately prior to the closing of the transaction.
In addition, under the transaction, certain holders of World Copper options received replacement options to acquire, in lieu of one World Copper share for each World Copper option, a fraction of an Edge Copper share determined on the basis of the exchange ratio. The Edge Copper replacement options are exercisable until the earlier of their respective expiry dates and 15 months from closing, and feature terms that are otherwise the same as the terms of the World Copper options in effect immediately prior to the closing of the transaction.
Further information regarding the transaction is available in the notice of meeting and joint management information circular of Edge Copper and World Copper filed under their respective issuer profiles on SEDAR+.
Bridge loan
In connection with the transaction, Edge Copper provided bridge financing to World Copper pursuant to the terms of a bridge loan agreement dated July 22, 2025, in an aggregate principal amount of $600,000. Advances of the bridge loan were made in two tranches consisting of an initial advance of $400,000 and a subsequent advance of $200,000, which were used primarily to maintain the Zonia copper project, including payment of annual maintenance claim fees, as well as general working capital and corporate purposes. Upon the closing of the transaction, all amounts owing by World Copper under the bridge loan were set off against the cash consideration, with accrued interest reduced to nil.
Advisors and counsel
National Bank Financial acted as Edge Copper's exclusive financial adviser and Davies Ward Phillips & Vineberg LLP acted as its legal counsel.
Early warning disclosure regarding gilmour Clausen
Mr. Clausen, a director and the chair of the board of directors of Edge Copper, and joint actors have acquired beneficial ownership, or control or direction, directly or indirectly, over an aggregate of 13 million postconsolidation Edge Copper units pursuant to the concurrent financing. Prior to the completion of the transaction and concurrent financing, Mr. Clausen and joint actors beneficially owned, or controlled or directed, directly or indirectly, an aggregate of 20,163,595 preconsolidation Edge Copper shares and 1,376,839 preconsolidation options to acquire Edge Copper shares, representing approximately 25.51 per cent of the then issued and outstanding Edge Copper shares and 26.80 per cent of the then issued and outstanding Edge Copper shares assuming exercise of the Edge Copper options.
Following closing of the transaction and concurrent financing, Mr. Clausen and joint actors beneficially own, or control or direct, directly or indirectly, 19,721,198 Edge Copper shares and 6,958,946 Edge Copper warrants and Edge Copper options (each on a postconsolidation basis), representing approximately 16.32 per cent of the issued and outstanding Edge Copper shares and 20.88 per cent of the issued and outstanding Edge Copper shares assuming exercise of the Edge Copper options and Edge Copper warrants held by Mr. Clausen and joint actors. Mr. Clausen has advised that the Edge Copper units were acquired for investment purposes and that he has no present intention to either increase or decrease his holdings in Edge Copper. Notwithstanding the foregoing, he has advised that he and joint actors may increase or decrease his beneficial ownership, control or direction over Edge Copper shares through market transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.
An early warning report with additional information in respect of the foregoing matters will be made available under Edge Copper's profile on SEDAR+ or may be obtained directly upon request by contacting the Edge Copper contact person named below. The head office of Edge Copper is located at 1100-1111 Melville St., Vancouver, B.C., V6E 3V6, Canada.
About Edge Copper Corp.
Edge Copper is a copper-focused exploration and development company advancing its 100-per-cent-owned Zonia copper project in Arizona. Zonia is a past-producing SX-EW heap leach operation on private land, located in Arizona's historic Walnut Grove mining district. With existing infrastructure and significant potential for resource expansion, Zonia is well positioned to become a key United States copper development project.
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