World Copper Establishes At-The-Market Equity Program

World Copper Establishes At-The-Market Equity Program

Amends Loan Extension Agreement

World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("World Copper" or the "Company") announces that the Company has established an at-the-market equity program (the "ATM Program") that allows World Copper to issue and sell common shares from treasury ("Common Shares") having an aggregate gross sales amount of up to $25 million to the public, over an approximately two (2) year period (subject to earlier termination as described below), from time to time through BMO Capital Markets (the "Agent"), as sole agent. Sales of the Common Shares under the ATM program will be made pursuant to the terms and conditions of an equity distribution agreement (the "Distribution Agreement") dated July 17, 2024, entered into between the Company and the Agent.

Any Common Shares sold pursuant to the ATM Program will be sold in transactions deemed to be "at-the-market distributions" as defined in National Instrument 44-102 - Shelf Distributions and made directly on the TSX Venture Exchange (the "TSXV") or on any other "marketplace" (as such term is defined in National Instrument 21-101 - Marketplace Operation) for the Common Shares in Canada. The volume and timing of distributions under the ATM Program, if any, will be determined in the Company's sole discretion, subject to applicable regulatory limitations and customary conditions precedent. The Common Shares will be distributed at market prices prevailing at the time of each sale and, as a result, prices may vary as between purchasers and during the period of distribution under the ATM Program. The ATM Program will be effective until the earlier of: (i) the issuance and sale of all of the Common Shares issuable pursuant to the ATM Program; and (ii) July 7, 2026, unless terminated prior to such date by World Copper or the Agent in accordance with the Distribution Agreement.

World Copper currently intends to use the net proceeds from the ATM Program to advance the Zonia project located in Arizona, USA, and for general working capital purposes. World Copper may also use all or a portion of the net proceeds to fund an acquisition or exploration on other properties or for the repayment of debt. The net proceeds from the ATM Program are not determinable pursuant to the nature of the distribution. Management of the Company will have the discretion to reallocate the net proceeds of the ATM Program in response to developments in the Company's business and other factors.

The offering of Common Shares under the ATM Program is qualified by a prospectus supplement dated July 17, 2024 (the "Prospectus Supplement") to the Company's short form base shelf prospectus and amended and restated short form base shelf prospectus dated June 7, 2024 (the "Shelf Prospectus"), which were filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. The Distribution Agreement, Prospectus Supplement and Shelf Prospectus are available on the SEDAR+ website at www.sedarplus.ca. Alternatively, these documents may be obtained on request without charge from the secretary of the Company at #1570 - 200 Burrard Street, Vancouver, British Columbia, V6C 3L6, Canada (Telephone 604-638-3287) (Attn.: Corporate Secretary).

Amendment to Loan Extension Agreement

The Company has also, subject to TSX Venture Exchange ("TSXV") acceptance, entered into an amendment agreement dated July 18, 2024 (the "Amendment") to a loan extension agreement made as of May 18, 2024 with E.L. II Properties Trust (the "Lender") for loans assumed by World Copper in connection with the merger with Cardero Resource Corp. by plan of arrangement in January 2022 in the aggregate amount of CAD $1,958,019.88 (based on a CAD - USD exchange rate of 1.3570 as of February 29, 2024) (the "Loans") (see news release dated May 21, 2024). Pursuant to the Amendment, the Company has agreed to issue the Lender in aggregate 7,251,925 non-transferable bonus common share purchase warrants (each, a "Bonus Warrant"), each exercisable to purchase one common share of the Company at an exercise price of CAD $0.135 per share for a period of two years, subject to acceptance by the TSXV. All securities issued pursuant to the Loans will be subject to a hold period of four months and one day in Canada from the date of issuance.

As the Lender is a trust owned and controlled by Robert Kopple, a director of the Company, the transaction constitutes a related party transaction pursuant to Multilateral Instrument 61 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of MI 61-101, as, at the time the Amendment was entered into by the Company with the Lender, neither the fair market value of the subject matter of, nor the fair market value of the transaction exceeded 25% of the Company's market capitalization.

This news release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction 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 its copper porphyry projects: Zonia in Arizona and Escalones in Chile. Both projects have estimated resources with significant soluble copper mineralization, and they boast exciting potential to expand the resource base. The company is dedicated to sustainable practices and leveraging technology to develop safe and productive mining operations in stable, mining-friendly jurisdictions.

Detailed information is available at World Copper's website at https://worldcopperltd.com, and for general Company updates you may follow us on our social media pages via Facebook, Twitter & LinkedIn.

On Behalf of the Board of Directors of

World Copper Ltd.

"Gordon Neal"

Gordon Neal
President & Chief Executive Officer

For further information, or to schedule a Zoom meeting with Management, please contact:
Gordon Neal or Michael Pound
Phone: 604-638-3665
E-mail: info@worldcopperltd.com

For all Public Relations inquiries, please contact:
Nancy Thompson
Vorticom, Inc.
Office: 212-532-2208 | Mobile: 917-371-4053

Follow Us:
Twitter: https://twitter.com/WorldCopperLtd
Facebook: https://www.facebook.com/WorldCopperLtd
LinkedIn: https://www.linkedin.com/company/worldcopperltd

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 distribution of Common Shares under the ATM Program, the timing and amounts thereof, the use of any proceeds from the ATM Program, the ability of the Company to advance the Zonia project, and the issuance of the Bonus Warrants, 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. 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 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 TSX Venture Exchange acceptance), permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID-19 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.

**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/216973

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/C O R R E C T I O N from Source -- Canadian Investment Regulatory Organization  - Halts/Resumptions/

/C O R R E C T I O N from Source -- Canadian Investment Regulatory Organization - Halts/Resumptions/

HaltsResumptions over CNW, we are advised by the company that the resumption time should be "1:45 PM" rather than "12:30 PM" as originally issued inadvertently. The complete, corrected release follows:

Canadian Investment Regulatory Organization Trade Resumption - WCU

VANCOUVER, BC , Feb. 19, 2025 /CNW/ - Trading resumes in:

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Canadian Investment Regulatory Organization Trade Resumption - WCU

Canadian Investment Regulatory Organization Trade Resumption - WCU

Trading resumes in:

Company: World Copper Ltd.

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World Copper Enters into Letter Agreement to Sell Zonia Project

World Copper Enters into Letter Agreement to Sell Zonia Project

World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("World Copper" or the "Company") announces that the Company has entered into a binding letter agreement made as of February 12, 2025 (the "Letter Agreement") to sell its interest in the Zonia copper project located in the Walnut Grove Mining District, Yavapai County, Arizona ("Zonia" or the "Project") to an arm's length third party (the "Purchaser") in consideration for CAD $26.0 million cash (the "Purchase Price"), payable in tranches (the "Proposed Transaction").

The Letter Agreement provides for a 90-day due diligence period and sets forth the proposed commercial terms for the Proposed Transaction. It is currently expected that the Proposed Transaction will be effected by way of a share purchase and sale transaction pursuant to which the Purchaser would acquire all of the issued and outstanding shares of the Company's Arizona subsidiary, Cardero Copper (USA) Ltd. ("Subco"). Following completion of due diligence to the satisfaction of the Purchaser, the parties will have 15 days to enter into a definitive agreement. The payment of the Purchase Price shall be payable as to CAD $8.0 million to World Copper at closing of the Proposed Transaction (the "Closing"), an additional instalment of CAD $8.0 million on or before the 15-month anniversary of Closing, and a final instalment of CAD $10.0 million on or before the 30-month anniversary of Closing, subject to the Purchaser's right to accelerate the additional instalments. Until the payment in full of the Purchase Price, it is proposed that the shares of Subco will be held in escrow, and the Purchaser will grant World Copper a security interest over such shares and the Project. If the Purchaser fails to make any instalment payment for the Purchase Price, the shares of Subco will be returned to World Copper and the Purchaser would retain no interest in the Subco shares or the Project.

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World Copper Arranges $1.5 Million Financing

World Copper Arranges $1.5 Million Financing

World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE:7LY0) ("World Copper" or the "Company") announces a non-brokered private placement (the "Placement") of up to 18,750,000 units (the "Units") at a price of $0.08 per Unit (the "Offering") for gross proceeds of up to $1,500,000. Each Unit will consist of one common share of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional share of the Company for a period of three years from the date of issuance at a price of $0.16 per share.

Insiders may participate and finders' fees may be payable to qualified arm's length parties that have introduced the Company to certain subscribers participating in the Offering. All securities issued in the Offering are subject to a four-month hold period, during which time the securities may not be traded. Closing of the Offering is subject to the approval of the TSXV.

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World Copper Initiates Strategic Review Process and Engages Advisor

World Copper Initiates Strategic Review Process and Engages Advisor

World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("World Copper " or the "Company") announces that the Company has initiated a strategic review process and has engaged Origin Merchant Partners (the "Advisor") to assist it in its review. The Advisor will work with World Copper's management and Board to evaluate a range of strategic alternatives that may be available to the Company to grow and maximize value for all shareholders (the "Engagement"). There can be no assurance that this process will result in any specific strategic plan or financial transaction and no timetable has been set for its completion. The Company does not plan to provide updates on the status of the review unless there are material developments to report.

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Group Eleven Announces Appointment of Jasmine Lau as Chief Financial Officer

Group Eleven Announces Appointment of Jasmine Lau as Chief Financial Officer

Group Eleven Resources Corp. (TSXV: ZNG) (OTCQB: GRLVF) (FSE: 3GE) ("Group Eleven" or the "Company") is pleased to announce the appointment of Jasmine Lau, CPA, as Chief Financial Officer ("CFO") of Group Eleven, replacing Jeannine Webb, effective May 30, 2025.

Jasmine is a Vancouver-based Chartered Professional Accountant with over 16 years' experience in the resource sector, having served as the Chief Financial Officer for several mineral exploration companies. She is currently the CFO of Minaurum Gold Inc, Forte Minerals Corp., and Cascadia Minerals Ltd. Prior to that, Jasmine also served as CFO to a various number of other private and public mineral exploration companies.

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Nuvau Minerals Inc. Announces Grant of Options

Nuvau Minerals Inc. Announces Grant of Options

Nuvau Minerals Inc. (TSXV: NMC) (" Nuvau " or the " Company ") is pleased to announce that it has granted an aggregate of 2,430,000 stock options of the Company (" Options ") in two tranches to certain directors, officers and employees of the Company.

Nuvau Minerals Inc. Announces Grant of Options (CNW Group/Nuvau Minerals Inc.)

The first tranche consists of 1,500,000 Options (the " Tranche 1 Options ") with each Tranche 1 Option entitling the holder to acquire one common share at an exercise price of $0.90 per common share until May 29, 2030 . The Tranche 1 Options are subject to vesting provisions, with 50% of the Tranche 1 Options vesting immediately and the remaining Tranche 1 Options vesting on December 12, 2025 .

The second tranche consists of 930,000 Options (the " Tranche 2 Options ") with each Tranche 2 Option entitling the holder to acquire one common share at an exercise price of $0.47 per common share until May 29, 2030 .

About Nuvau Minerals Inc.

Nuvau is a Canadian mining company focused on the Abitibi Region of Québec. Nuvau's principal asset is the Matagami Property that is host to significant existing processing infrastructure and multiple mineral deposits and is being acquired from Glencore.

For more information go to our website www.nuvauminerals.com .

Neither the 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Disclaimer & Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, " forward-looking statements ") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Options. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor Nuvau undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Nuvau Minerals Inc.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2025/29/c3082.html

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