Vancouver, British Columbia–(Newsfile Corp. – July 15, 2026) – World Copper Ltd. (TSXV: WCU) (OTCID: WCUFF) (FSE: 7LY) (“World Copper” or the “Company“) announces that the previously announced spin-out transaction (the “Spin-Out“) of all of the Company’s interests in its Chilean subsidiaries, along with certain assets and liabilities of the Company, to a wholly owned subsidiary of the Company, World Copper Holdings Ltd., formerly 1581602 B.C. Ltd. (“Spinco“), by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the “Arrangement“), is expected to close on July 20, 2026 at 12:01 a.m. Pacific Time.
Prior to the completion of the Arrangement and effective on July 17, 2026, the Company will complete a consolidation of its issued and outstanding common shares (each, a “World Copper Share“) on the basis of twenty (20) pre-consolidation World Copper Shares for one (1) post-consolidation World Copper Share (the “Consolidation“). The Company’s post-Consolidation CUSIP and ISIN numbers will be 98144X207 and CA98144X2077, respectively. As of the date of this news release, the Company has 263,031,067 World Copper Shares issued and outstanding and the Company expects that it will have approximately 13,151,545 World Copper Shares issued and outstanding on a post-Consolidation basis, with any fractional shares resulting from the Consolidation rounded down to the nearest whole number. The World Copper Shares will begin trading on a post-Consolidation basis at market open on July 17, 2026.
Upon closing of the Arrangement, World Copper shareholders (“World Copper Shareholders“) will each receive, in exchange for each post-Consolidation World Copper Share held prior to closing, one (1) new common share of World Copper (each, a “New World Copper Share“) and one (1) Spinco common share (each, a “Spinco Share“). The Company’s post-Arrangement CUSIP and ISIN numbers for the New World Copper Shares will be 98144X306 and CA98144X3067, respectively.
In order to receive the New World Copper Shares and Spinco Shares, registered World Copper Shareholders must complete, execute and deposit with Endeavor Trust Corporation, the depositary appointed in respect of the Arrangement, the letter of transmittal (the “Letter of Transmittal“) previously mailed to the registered World Copper Shareholders and their respective certificate(s) / DRS advice(s) representing their World Copper Shares and any other required documents and instruments, all in accordance with the instructions provided in the Letter of Transmittal. The Letter of Transmittal is also available on World Copper’s website and under World Copper’s SEDAR+ profile at www.sedarplus.ca. Non-registered World Copper Shareholders whose World Copper Shares are registered in the name of a broker, investment dealer, bank or other intermediary or nominee (each, an “Intermediary“) should contact their Intermediary for assistance in depositing their World Copper Shares.
Further information on the Spin-Out and Arrangement can be found in the Company’s management information circular dated May 20, 2026 (the “Circular“), filed on the Company’s website and on the Company’s SEDAR+ profile at www.sedarplus.ca. Closing of the Arrangement is subject to the satisfaction or waiver of remaining conditions precedent, including the final approval of the TSX Venture Exchange.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Any securities issued pursuant to the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to section 3(a)(10) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
ABOUT WORLD COPPER LTD.
World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company focused on the exploration and development of the Brassie Creek project, a porphyry-skarn copper and gold property located in Southern BC, covering an area of approximately 1,861 hectares and located approximately 50km west of Kamloops.
Detailed information is available at World Copper’s website at https://worldcopperltd.com.
On Behalf of the Board of Directors of
WORLD COPPER LTD.
“Mark Lotz”
Mark Lotz
President and Chief Executive Officer
For further information, please contact:
Mark Lotz
President and Chief Executive Officer
Telephone: +1 (604) 880-6546
Email: info@worldcopperltd.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 timing and closing of the Arrangement and the Consolidation, the effect of the Consolidation on World Copper’s common shares, the expectations and beliefs of the Company and Spinco that the Arrangement will be completed in accordance with the arrangement agreement, the receipt of TSXV approval for the Arrangement and the Consolidation, anticipated exploration program results from exploration activities, the discovery and delineation of mineral deposits/resources/reserves, and the anticipated business plans and timing of future activities of the Company. 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 it will obtain TSXV acceptance and the required corporate approvals for the Arrangement and the Consolidation, that market fundamentals will result in sustained precious and base metals demand and prices, the availability of financing on suitable terms for the development, construction and continued operation of the Company’s projects, and the Company’s 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, 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 mineral prices, 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 TSXV acceptance for the Arrangement and the Consolidation), 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 Company’s annual and quarterly management’s discussion and analysis 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.
