World Copper Provides Plata Latina Transaction Update and Announces Termination of At-The-Market Equity Program

Rhea-AI Summary

World Copper (OTCQB: WCUFF) has provided updates on its arrangement agreement with Plata Latina Minerals for the sale of the Zonia copper project. Under the deal valued at approximately CAD $22 million, World Copper shareholders will receive about 0.3744 Plata Latina shares for each World Copper share while maintaining their current positions.

The transaction will result in World Copper and its shareholders owning a combined 31.3% of Plata Latina (to be renamed Edge Copper Corporation). Plata Latina has secured a CAD $17 million financing to fund the cash consideration and project development. Post-arrangement, World Copper expects to be debt-free with CAD $500,000 in cash and 5 million Plata Latina shares.

The company also announced the termination of its $25 million ATM Program, which had generated approximately $3.5 million in proceeds. The special shareholder meeting is scheduled for October 16, 2025, with transaction completion expected in October 2025.

Positive

• Transaction valued at CAD $22 million provides significant value for shareholders
• Shareholders receive dual benefit through positions in both companies post-arrangement
• Company will become debt-free with CAD $500,000 cash position
• 29% of shareholders already committed to support the arrangement
• Secured CAD $17 million financing for project development

Negative

• Dilution of ownership as shareholders will own only 31.3% of combined entity
• Early termination of ATM Program that only raised $3.5M of planned $25M
• Sale of primary asset (Zonia Project) leaves company with reduced portfolio

Vancouver, British Columbia--(Newsfile Corp. - September 18, 2025) - World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("World Copper" or the "Company") is pleased to provide an update on the recently announced definitive arrangement agreement (the "Arrangement Agreement") entered into between Plata Latina Minerals Corporation ("Plata Latina") and World Copper on July 22, 2025 for the sale of the Zonia copper project (the "Zonia Project") to Plata Latina by way of a court-approved plan of arrangement (the "Arrangement") announced on July 23, 2025 (see news release).

Transaction Recap

• Under the Arrangement, World Copper will sell the Zonia Project to Plata Latina.
• World Copper shareholders will maintain their current World Copper share position and receive approximately 0.3744 Plata Latina shares for each World Copper share held.¹
• This will give World Copper and World Copper shareholders a combined 31.3% ownership of Plata Latina, which is expected to change its name to "Edge Copper Corporation", upon the closing of the Arrangement.
• In addition to the Plata Latina shares received by World Copper shareholders, Plata Latina will pay CAD $10.5 million in cash and issue 15 million Plata Latina shares to World Copper, with the transaction being valued at approximately CAD $22 million.²
• A concurrent financing of CAD $17 million has been secured by Plata Latina to finance the cash consideration payable under the Arrangement and to fund exploration and development of the Zonia Project, including drilling, metallurgical test work, feasibility study work and permitting work, and for general working capital and corporate purposes.
• Post-Arrangement and after satisfying the amounts owed to creditors of the Company and its subsidiaries, World Copper is expected to be debt free and hold at least CAD $500,000 in cash and 5 million Plata Latina shares.
• World Copper shareholders can expect to see a dual benefit from the Arrangement as they will thereafter hold positions in both Plata Latina and World Copper upon closing and will benefit from the Plata Latina management team's experience in Arizona and its strong track record of creating value through resource growth.
• As a result of the Arrangement, Plata Latina expects to become a development-focused copper company poised to advance the 100%-owned Zonia Project in Arizona.

Transaction Update & Next Steps

World Copper is pleased to announce that it has obtained an interim order (the "Interim Order") of the Supreme Court of British Columbia in connection with the Arrangement, which is to be completed by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia). The Interim Order provides for the holding of a special meeting (the "Meeting") of World Copper shareholders to consider and vote on a special resolution approving the Arrangement (the "Arrangement Resolution"). The Meeting is scheduled to be held at World Copper's offices located at 1570 - 200 Burrard Street, Vancouver, British Columbia, Canada on October 16, 2025, at 9:30 a.m. (Vancouver time) and the record date for determining World Copper shareholders entitled to receive notice of and vote at the Meeting was fixed as at the close of business on August 26, 2025. All of World Copper's insiders and certain other World Copper shareholders representing approximately 29% of the issued and outstanding World Copper shares have entered into voting and support agreements to support the Arrangement.

Meeting Materials

In connection with the Meeting, World Copper will be mailing the joint management information circular of Plata Latina and World Copper (the "Circular"), letter of transmittal and related meeting materials (collectively, the "Meeting Materials") to World Copper shareholders. Shareholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of the shareholders in relation thereto. The Meeting Materials will also be available under World Copper's profile on SEDAR+ at www.sedarplus.ca once they have been sent to shareholders in the coming days.

Investors are cautioned that, except as disclosed in the Circular prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.

Timing to Closing

Subject to obtaining the final order of the Court approving the Arrangement, the required approvals from World Copper's shareholders at the Meeting, the required approvals from Plata Latina shareholders at the special meeting of Plata Latina shareholders, required regulatory approvals, and the satisfaction of all other conditions to implementing the Arrangement as set out in the Arrangement Agreement, the Arrangement is anticipated to be completed in October 2025.

Gordon Neal, World Copper CEO, stated: "In a market where a copper deficit has been creating rising copper prices, the Zonia Project was a primary asset to be put back into production in the Unites States. We had many offers for strategic partnerships to develop the Zonia Project, but we believe that the Plata Latina team will bring the best value to World Copper shareholders. World Copper shareholders will benefit from holding both Plata Latina and World Copper shares upon completion of the Arrangement. I want to thank shareholders for their patience as we navigate through this process and work on the next steps to deliver value."

Termination of At-The-Market Equity Program

World Copper also announces the termination of its at-the-market equity program (the "ATM Program"), previously announced in the Company's news release dated July 18, 2024. The ATM Program previously allowed World Copper to issue and sell common shares from treasury having an aggregate gross sales amount of up to $25,000,000 through BMO Capital Markets, acting as sole agent. The ATM Program was originally implemented to raise funds for advancing the Zonia Project and for general working capital purposes. The decision to terminate the ATM Program was made in anticipation of the sale of the Zonia Project to Plata Latina pursuant to the Arrangement. As of the termination date, the ATM Program generated aggregate gross proceeds of approximately $3,501,949.

Endnotes

1. The final exchange ratio will be determined at closing depending on, among other things, the number of then-issued and outstanding Plata Latina shares and World Copper Shares. The exchange ratio of approximately 0.3744 is based on the number of issued and outstanding Plata Latina shares and World Copper Shares on a non-diluted basis, being 79,034,671 Plata Latina Shares and 262,931,067 World Copper Shares.
2. The approximate transaction value includes CAD $10.5 million cash consideration and consideration in the form of Plata Latina shares valued at CAD $11.3 million based on the 30-day volume-weighted average price of the Plata Latina shares on the TSX Venture Exchange as of July 22, 2025 (being the last trading day prior to the public announcement of the Arrangement).

About World Copper Ltd.

World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company focused on the exploration and development of its Zonia copper project in Arizona.

Detailed information is available at World Copper's website at www.worldcopperltd.com, and for general World Copper 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 completion of the Arrangement, the expectation that the Company will be debt free post-Arrangement, the completion of all conditions precedent to the Arrangement, including receipt of all necessary shareholder and regulatory approvals, the timing for holding the Meeting and mailing the Meeting Materials, and the expectation that World Copper will obtain the Final Order, 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 copper demand and prices, the receipt of any necessary permits, licences and regulatory approvals in connection with the Arrangement 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, the Company may be exposed to risks to which Plata Latina is exposed, the Company is subject to public issuer compliance and listing obligations, the market value of the Plata Latina shares received in connection with the Arrangement, the exchange ratio could change, the Company could be liable for a termination payment in certain circumstances, prior to the completion of the Arrangement the Company is restricted from taking certain actions, the Arrangement may divert management's attention, the Company will incur substantial transaction costs in connection with the Arrangement and if the Arrangement is not completed the costs may be significant and could have a material adverse effect on the Company, requirements for additional capital, actual results of exploration activities, including on the Company's projects, 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 TSX Venture Exchange), 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 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/266938

FAQ

What are the key terms of World Copper's (WCUFF) arrangement with Plata Latina?

World Copper shareholders will receive approximately 0.3744 Plata Latina shares for each share held, plus the company will receive CAD $10.5 million in cash and 15 million Plata Latina shares, valuing the deal at approximately CAD $22 million.

When is the World Copper (WCUFF) shareholder vote for the Plata Latina arrangement?

The special shareholder meeting is scheduled for October 16, 2025 at 9:30 a.m. in Vancouver, with the record date set as August 26, 2025.

What will World Copper (WCUFF) receive from the Zonia Project sale?

Post-arrangement, World Copper will be debt-free and hold at least CAD $500,000 in cash and 5 million Plata Latina shares, while shareholders will maintain positions in both companies.

Why did World Copper (WCUFF) terminate its ATM Program?

The ATM Program was terminated in anticipation of the Zonia Project sale to Plata Latina. The program had raised approximately $3.5 million of the planned $25 million.

What percentage will World Copper (WCUFF) shareholders own of the combined entity?

World Copper and its shareholders will own a combined 31.3% of Plata Latina, which will be renamed to Edge Copper Corporation upon closing of the arrangement.