Mr. Mark Lotz reports
WORLD COPPER PROVIDES UPDATE ON SPIN-OUT TRANSACTION
Further to the news release dated May 19, 2026, World Copper Ltd. has received TSX Venture Exchange conditional acceptance for the previously announced spinout transaction, which is intended to be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The spinout involves the spinout of all of the company's interests in its Chilean subsidiaries, along with certain assets and liabilities of the company, to a wholly owned subsidiary of the company (Spinco) in consideration for common shares in the capital of Spinco to be distributed to company shareholders.
Shareholder meeting
The company's annual general and special meeting of shareholders is scheduled to be held at 320 Granville St., Suite 880, Vancouver, B.C., Canada, on June 18, 2026, at 9 a.m. Vancouver time. Meeting materials, including the notice of meeting and management information circular, will be mailed to shareholders and are available on World Copper's SEDAR+ profile. Shareholders are urged to carefully review all meeting materials as they contain important information concerning the arrangement, the transactions contemplated in connection therewith, and the rights and entitlements of shareholders in relation thereto.
As described in the meeting materials, in additional to annual shareholder matters, shareholders will be asked at the meeting to approve: (i) the arrangement; and (ii) the consolidation of World Copper's issued and outstanding common shares on the basis of 20 preconsolidation common shares for one postconsolidation common share.
Arrangement agreement amendment
The company has entered into an amending agreement dated May 20, 2026, to the arrangement agreement dated May 14, 2026, with Spinco, which provides that the completion of the consolidation will be a condition precedent to the completion of the arrangement. If the consolidation is approved at the meeting and subsequently becomes effective, the number of issued and outstanding common shares of World Copper will be reduced from approximately 262,931,067 common shares to approximately 13,146,553 postconsolidation common shares, with any fractional shares resulting from the consolidation rounded down to the nearest whole number, and the company expects that a new Cusip/ISIN for the postconsolidation common shares will be obtained. Details regarding the effective date of the consolidation and the new Cusip/ISIN will be provided in a future news release once available and after consultation with the company's transfer agent regarding the timing of the consolidation and arrangement becoming effective.
The company is undertaking the consolidation as it believes doing so may make the company's common shares more attractive to a broader range of investors, improve trading liquidity and enhance the company's ability to raise capital on more favourable terms. The company's name will not be changed in conjunction with the consolidation.
Completion of the arrangement and the consolidation remains subject to customary conditions, including, among other things: (i) final approval of the TSX Venture Exchange; (ii) approval by shareholders at the meeting; and (iii) approval of the arrangement by the Supreme Court of British Columbia. The consolidation is a condition precedent to the completion of the arrangement, and the arrangement may not be completed in accordance with its terms if the consolidation is not completed.
About World Copper Ltd.
World Copper, headquartered in Vancouver, B.C., is a Canadian resource company focused on the exploration and development of the Brassie Creek project, a porphyry-skarn copper and gold property located in Southern British Columbia, covering an area of approximately 1,861 hectares, and located approximately 50 kilometres west of Kamloops.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.