World Copper closes sale of Zonia copper project

Executive Summary

• World Copper Ltd. completed the sale of its Zonia copper project in Arizona to Edge Copper Corp. via a court-approved plan of arrangement.
• World Copper received $10.5 million in cash and approximately 31.3% of Edge Copper’s post-consolidation common shares as consideration.
• The transaction involved a share consolidation for Edge Copper, a one-for-one share exchange for World Copper shareholders (resulting in new World Copper shares), and the assumption/settlement of a $600,000 bridge loan.

Key Details

• Transaction Structure: Sale of Zonia copper project via court-approved plan of arrangement under the Business Corporations Act (British Columbia).
• Consideration Received by World Copper:
  • $10.5 million in cash.
  • 37,820,374 common shares of Edge Copper (post three-to-one consolidation).
  • This equity stake represents approximately 31.3% of Edge Copper on a non-diluted basis immediately following closing.
• Shareholder Exchange Ratio:
  • World Copper shareholders received one new common share of World Copper and approximately 0.12482512 of an Edge Copper share for each World Copper share held.
  • Shareholders retain their respective percentage interests in World Copper via the New World Copper shares.
• Use of Proceeds:
  • World Copper retained approximately $500,000 in cash and five million Edge Copper shares (post-consolidation basis).
  • The balance of the cash consideration is used to satisfy outstanding indebtedness, accounts payable, and other liabilities.
• Financing Details:
  • A financial advisory fee of 4% of the transaction value is payable by World Copper.
  • No finders' fees were payable.
  • Edge Copper provided a bridge loan of $600,000 (initial $400,000 advance, subsequent $200,000 advance) dated July 22, 2025.
  • Bridge loan advances were used for Zonia project maintenance (annual claim fees), working capital, and corporate purposes.
  • Upon closing, all amounts owing under the bridge loan were set off against the cash consideration, with accrued interest reduced to nil.
• Warrants and Options:
  • Warrants: Holders of World Copper warrants received replacement Edge Copper warrants. Terms are otherwise identical to prior World Copper warrants, exercisable until original expiry dates.
  • Options: Certain holders of World Copper options received replacement Edge Copper options. Terms are otherwise identical to prior World Copper options, exercisable until the earlier of original expiry dates or 15 months from closing.
• Listing and Trading Status:
  • Trading in World Copper shares remains halted pending delisting from the TSX Venture Exchange at the close of business on Oct. 30, 2025.
  • New World Copper shares are expected to list and commence trading on the TSX-V at market opening on Oct. 31, 2025.
  • CUSIP: 98144X108; ISIN: CA98144X1087.
• Regulatory and Shareholder Approval:
  • Shareholder approval obtained at a special meeting on Oct. 16, 2025.
  • Final order from the Supreme Court of British Columbia granted on Oct. 23, 2025.
  • Transaction became effective on Oct. 30, 2025.
• Post-Transaction Strategy: World Copper intends to continue operating as a mineral exploration issuer and meet TSX-V continued listing requirements.

Notable Quotes

• None provided in the text.