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World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("World Copper" or the "Company") and World Copper Holdings Ltd. ("Spinco") announce 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 Spinco, formerly a wholly owned subsidiary of the Company, by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Arrangement") has closed effective July 20, 2026 (the "Effective Date").
Prior to the completion of the Arrangement and effective on July 17, 2026 the Company completed the previously announced 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"), with any fractional shares resulting from the Consolidation rounded down to the nearest whole number.
In accordance with the Arrangement, World Copper shareholders ("World Copper Shareholders") will each receive, in exchange for each post-Consolidation World Copper Share held immediately prior to the Effective Date, one (1) new common share of World Copper (each, a "New World Copper Share") and one (1) Spinco common share (each, a "Spinco Share").
At market close on July 21, 2026, post-Consolidation World Copper Shares, which were exchanged on a one-for-one basis for New World Copper Shares, will delist from the TSX Venture Exchange, and at market open on July 22, 2026, the New World Copper Shares will list and begin trading with CUSIP and ISIN numbers 98144X306 and CA98144X3067, respectively. The World Copper ticker symbol will continue to be "WCU". Following completion of the Consolidation and the Arrangement, the Company has 13,151,545 New World Copper Shares issued and outstanding.
Spinco is now a reporting issuer in each of the provinces and territories of Canada. Following completion of the Arrangement, Spinco has 13,151,545 Spinco Shares issued and outstanding, all of which were distributed to World Copper Shareholders pursuant to the Arrangement, and the Company retained no Spinco Shares. The Spinco Shares have not been listed on any stock exchange.
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, filed on the Company's website and on the Company's SEDAR+ profile at www.sedarplus.ca.
None of the securities 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. The securities issued pursuant to the Arrangement were 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.
ABOUT World Copper HOLDINGS LTD.
World Copper Holdings Ltd., headquartered in Vancouver, BC, is a Canadian company that, following completion of the Spin-Out, holds the interests formerly held by World Copper in each of its subsidiaries, together with certain former assets and liabilities of World Copper.
On Behalf of the Board of Directors of
"Mark Lotz"
Mark Lotz
President and Chief Executive Officer
On Behalf of the Board of Directors of
World Copper HOLDINGS LTD.
"Mark Lotz"
Mark Lotz
President and Chief Executive Officer
For further information, please contact:
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 distribution of the New World Copper Shares and Spinco Shares to World Copper Shareholders, the delisting of the World Copper Shares, the listing and posting for trading of the New World Copper Shares, and the anticipated business plans and timing of future activities of the Company and Spinco, are forward looking statements. Although the Company and Spinco believe that such statements are reasonable, they 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 and Spinco have applied several material assumptions, including without limitation, 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 their respective abilities 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 or Spinco 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, permits or financing or in the completion of other planned activities, risks relating to epidemics or pandemics, including impacts on the Company's and Spinco's respective businesses, 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. Neither the Company nor Spinco undertakes 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/305715
