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World Copper Ltd (2)
Symbol WCU
Shares Issued 262,931,067
Close 2025-10-29 C$ 0.07
Market Cap C$ 18,405,175
Recent Sedar Documents

World Copper closes sale of Zonia copper project

2025-10-30 17:09 ET - News Release

Mr. Gordon Neal reports

WORLD COPPER ANNOUNCES CLOSING OF SALE OF ZONIA COPPER PROJECT

World Copper Ltd. has completed the previously announced sale of the Zonia copper project in Arizona to Edge Copper Corp. (formerly Plata Latina Minerals Corp.), by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Under the terms of the transaction, World Copper received consideration of $10.5-million in cash and an aggregate of 37,820,374 common shares of Edge Copper, after giving effect to a three-to-one consolidation of the Edge Copper shares, 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 a concurrent financing conducted by Edge Copper.

As part of the transaction, World Copper shareholders received, in exchange for each World Copper share held prior to closing of the transaction, one new common share of World Copper and approximately 0.12482512 of an Edge Copper share, on a postconsolidation basis. World Copper shareholders will retain their respective percentage interests in World Copper in the form of the New World Copper shares. World Copper retained approximately $500,000 in cash and five million Edge Copper shares (on a postconsolidation basis) and will use the balance of the cash consideration to satisfy outstanding indebtedness, accounts payable and other liabilities of World Copper and its subsidiaries.

In order to receive the share consideration and the New World Copper shares which registered World Copper shareholders are entitled to receive on completion of the transaction, registered World Copper shareholders must deposit with Computershare Investor Services Inc. (at the address specified on the last page of the Letter of transmittal) the applicable validly completed and duly signed letter of transmittal together with the share certificate(s) or DRS representing the registered World Copper shareholder's World Copper shares.

Prior to closing the transaction, World Copper sought and obtained shareholder approval for the transaction at the special meeting held on Oct. 16, 2025. On Oct. 23, 2025, the Supreme Court of British Columbia granted a final order approving the transaction, and the arrangement became effective on Oct. 30, 2025.

The transaction was completed on an arm's-length basis and no finders' fees were payable in connection with the transaction. A financial advisory fee of 4 per cent of the transaction value is payable by World Copper as a result of the closing of the transaction.

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.

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. Advances under the bridge loan were used primarily to maintain the Zonia 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.

Substitutional listing

In accordance with the transaction, World Copper shareholders who previously held World Copper shares had their World Copper shares exchanged on a one-for-one basis for mew World Copper shares. Accordingly, trading in the World Copper shares will remain halted, pending delisting from the TSX Venture Exchange at the close of business on Oct. 30, 2025. The new World Copper shares are expected to be listed and commence trading on the TSX-V at the market opening on Oct. 31, 2025, with the Cusip and ISIN numbers 98144X108 and CA98144X1087, respectively.

Following the completion of the transaction, the company intends to continue to operate as a mineral exploration issuer and will work to meet the continued listing requirements of the TSX-V.

Further information on the transaction can be found in the joint management information circular of Edge Copper and World Copper dated Sept. 12, 2025, filed on the company's SEDAR+ profile.

About World Copper Ltd.

World Copper, headquartered in Vancouver, B.C., is a Canadian resource company.

We seek Safe Harbor.

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