Plata Latina completes acquisition of Zonia project

Executive Summary

• Edge Copper Corp. (formerly Plata Latina Minerals Corp.) has completed the acquisition of the Zonia copper project in Arizona from World Copper Ltd. via a court-approved plan of arrangement, simultaneously changing its name and consolidating its shares on a 1:3 basis.
• The company concurrently closed a non-brokered private placement raising $17 million in gross proceeds to fund the acquisition cash consideration and the exploration/development of the Zonia project.
• World Copper received $10.5 million in cash and approximately 37.8 million Edge Copper shares (post-consolidation), retaining a ~31.3% ownership stake in the new entity, while Edge Copper appointed two new directors from World Copper.

Key Details

• Transaction Structure: Acquisition of Zonia Holdings Corp. (wholly owned subsidiary of World Copper Ltd.) via court-approved plan of arrangement.
• Acquisition Consideration:
  • Cash: $10.5 million paid to World Copper.
  • Shares: 37,820,374 Edge Copper common shares (post-consolidation basis) issued to World Copper.
  • Ownership Result: World Copper and its shareholders own approximately 31.3% of Edge Copper on a non-diluted basis post-closing.
  • Share Exchange Ratio: World Copper shareholders received 0.12482512 Edge Copper shares (post-consolidation) for each World Copper common share.
• Concurrent Financing:
  • Type: Non-brokered private placement of units.
  • Gross Proceeds: $17 million.
  • Units Issued: 56,666,665 units.
  • Price: $0.30 per unit.
  • Use of Proceeds: Finance cash consideration for acquisition, exploration/development of Zonia (drilling, metallurgical testwork, engineering, feasibility, permitting, geotechnical), and ~$3 million for general working capital/corporate purposes.
• Warrant Terms (Financing):
  • Each unit consists of one share and one-half of one warrant.
  • Exercise Price: $0.60 per share.
  • Duration: 18 months from closing.
  • Hold Period: 4 months and 1 day (expiring March 1, 2026).
• Corporate Changes:
  • Name Change: Plata Latina Minerals Corp. to Edge Copper Corp.
  • Share Consolidation: 1:3 ratio.
  • Trading: Commencing on TSX-V on or about Nov. 3, 2025, under symbol EDCU.
• Governance:
  • Chair/CEO: Gilmour Clausen.
  • President: Letitia Wong.
  • New Directors: Robert Kopple and Keith Henderson (appointed from World Copper).
• Bridge Loan Settlement:
  • Edge Copper provided a $600,000 bridge loan to World Copper (tranches of $400k and $200k).
  • Upon closing, all amounts owing were set off against the cash consideration, with accrued interest reduced to nil.
• Early Warning Disclosure (Gilmour Clausen):
  • Pre-transaction ownership: ~25.51% of shares (plus options).
  • Post-transaction ownership: 19,721,198 shares and 6,958,946 warrants/options, representing ~16.32% of issued shares (or ~20.88% assuming exercise of all options/warrants).
• Replacement Securities:
  • World Copper warrants/options holders received replacement Edge Copper warrants/options with terms largely consistent with original instruments, adjusted for the exchange ratio.

Notable Quotes

• Gilmour Clausen, Chair and CEO: "Zonia represents a remarkable opportunity to apply our technical expertise and modern mining approaches to a project with strong fundamentals... our team sees clear potential to advance Zonia toward development efficiently and responsibly."
• Letitia Wong, President: "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... Edge Copper is focused on advancing projects that can deliver both economic and environmental value."