World Copper Announces Closing of Sale of Zonia Copper Project

Rhea-AI Summary

World Copper (OTCQB: WCUFF) completed the sale of the Zonia Copper Project to Edge Copper by way of a court‑approved arrangement effective October 30, 2025. Consideration comprised $10.5 million cash plus 37,820,374 Edge Copper shares (post 3:1 consolidation), leaving World Copper and its shareholders with ~31.3% ownership of Edge Copper on a non‑diluted basis.

World Copper retained ~$500,000 cash and 5,000,000 Edge Copper shares. Cash proceeds (net of a 4% financial advisory fee) will be applied to outstanding indebtedness, accounts payable and liabilities. A $600,000 bridge loan from Edge Copper was set off at closing and accrued interest reduced to nil. World Copper shares will be exchanged one‑for‑one for New World Copper shares; trading was halted pending TSXV delisting on October 30, 2025 with New World Copper expected to trade on the TSXV on October 31, 2025.

Positive

• Transaction proceeds of $10.5M cash
• Received 37,820,374 Edge Copper shares (post‑consolidation)
• Resulting ~31.3% ownership interest in Edge Copper
• Retained $500,000 cash and 5,000,000 Edge Copper shares
• Bridge loan of $600,000 set off with accrued interest reduced to nil

Negative

• Majority of cash proceeds earmarked to satisfy outstanding indebtedness and liabilities
• Financial advisory fee of 4% of transaction value payable by World Copper
• World Copper trading halted and pending TSXV delisting effective October 30, 2025

Vancouver, British Columbia--(Newsfile Corp. - October 30, 2025) - World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("World Copper" or the "Company") announces the completion of the previously announced sale of the Zonia Copper Project in Arizona to Edge Copper Corporation (formerly Plata Latina Minerals Corporation) ("Edge Copper"), by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Transaction").

Under the terms of the Transaction, World Copper received consideration of $10.5 million in cash (the "Cash Consideration") and an aggregate of 37,820,374 common shares of Edge Copper (the "Edge Copper Shares"), after giving effect to a three-to-one consolidation of the Edge Copper Shares (the "Consolidation"), resulting in World Copper and its shareholders owning approximately 31.3% of Edge Copper, on a non-diluted basis, immediately following closing of the Transaction and a concurrent financing conducted by Edge Copper (the "Share Consideration").

As part of the Transaction, World Copper shareholders received, in exchange for each World Copper share (each, a "World Copper Share") held prior to closing of the Transaction, one new common share of World Copper (each, a "New World Copper Share") and approximately 0.12482512 of an Edge Copper Share (the "Exchange Ratio"), on a post-Consolidation 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 5,000,000 Edge Copper Shares (on a post-Consolidation 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 October 16, 2025. On October 23, 2025, the Supreme Court of British Columbia granted a final order approving the Transaction, and the arrangement became effective on October 30, 2025.

The Transaction was completed on an arm's length basis and no finder's fees were payable in connection with the Transaction. A financial advisory fee of 4% 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"). 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 (the "Bridge Loan"). 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 New World Copper Shares. Accordingly, trading in the World Copper Shares will remain halted, pending delisting from the TSX Venture Exchange (the "TSXV") at the close of business on October 30, 2025. The New World Copper Shares are expected to be listed and commence trading on the TSXV at the market opening on October 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 TSXV.

Further information on the Transaction can be found in the Joint Management Information Circular of Edge Copper and World Copper dated September 12, 2025 (the "Joint Circular"), filed on the Company's SEDAR+ profile at www.sedarplus.ca.

None of the securities issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States, and any securities issued pursuant to the Transaction have been or will be issued in reliance upon available exemptions from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About World Copper Ltd.

World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company.

Detailed information is available at World Copper's website at www.worldcopperltd.com, and for general Company updates you may follow us on our social media pages via Facebook, X & LinkedIn.

For further information, please contact:

Gordon Neal
President & Chief Executive Officer
Telephone: 604-638-3287
Email: info@worldcopperltd.com

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the distribution of the Share Consideration to World Copper shareholders, the payment of the Cash Consideration to World Copper creditors, the delisting of the World Copper Shares, the listing and posting for trading of the New World Copper Shares, the Company meeting continued listing requirements of the TSXV and the anticipated business plans and timing of future activities of the Company are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, World Copper has applied several material assumptions, including without limitation, that market fundamentals will result in sustained mineral resources demand and prices, that the Company will be able to source new mineral projects, the receipt of any necessary permits, licences and regulatory approvals in connection with the future development of the Company's business in a timely manner, the availability of financing on suitable terms for the continued operation of World Copper's business and its ability to comply with environmental, health and safety laws.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, the Company's inability to source new assets or meet continued listing requirements of the TSXV, the Company may be exposed to risks to which Edge Copper is exposed, the Company is subject to public issuer compliance and listing obligations, requirements for additional capital, the estimation or realization of mineral reserves and mineral resources, future prices of copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals (including of the TSXV), permits or financing or in the completion of other planned activities, risks relating to epidemics or pandemics, including impacts on the Company's business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the timing and possible outcome of any pending litigation, environmental issues and liabilities, as well as the risk factors described in the Joint Circular and in other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272524

FAQ

What did World Copper (WCUFF) receive from the sale of the Zonia Copper Project on October 30, 2025?

World Copper received $10.5M cash plus 37,820,374 Edge Copper shares (post 3:1 consolidation).

How much of Edge Copper does World Copper and its shareholders own after the closing of the transaction?

World Copper and its shareholders own approximately 31.3% of Edge Copper on a non‑diluted basis immediately after closing.

Will World Copper shares continue trading after the October 30, 2025 closing?

Trading in World Copper shares was halted and the shares are pending delisting from the TSXV at the close of business on October 30, 2025; New World Copper shares are expected to begin trading on the TSXV on October 31, 2025.

What happened to the $600,000 bridge loan provided by Edge Copper to World Copper?

The $600,000 bridge loan advances were set off against the cash consideration at closing and accrued interest was reduced to nil.

How much cash did World Copper retain after the Zonia sale and what will the rest be used for?

World Copper retained approximately $500,000 cash; the remaining cash consideration will be used to satisfy outstanding indebtedness, accounts payable and other liabilities.

Were World Copper warrants and options affected by the Zonia sale on October 30, 2025?

Yes; holders received replacement Edge Copper warrants and replacement Edge Copper options exercisable on terms matching prior warrants/options, with options limited to the earlier of original expiry and 15 months from closing.