Vancouver, British Columbia–(Newsfile Corp. – May 25, 2026) – World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY) (“World Copper” or the “Company“) announces that, further to the Company’s news release dated May 19, 2026, the Company has received TSX Venture Exchange (“TSXV“) conditional acceptance for the previously announced spin-out transaction (the “Spin-Out“) which is intended to be completed by way of a court-approved plan of arrangement (the “Arrangement“) under the Business Corporations Act (British Columbia). The Spin-Out involves the spin-out 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 (“Spinco“) in consideration for common shares in the capital of Spinco (“Spinco Shares“) to be distributed to Company shareholders (the “Shareholders“).
Shareholder Meeting
The Company’s annual general and special meeting of Shareholders (the “Meeting“) is scheduled to be held at 320 Granville Street, Suite 880, Vancouver, British Columbia, Canada on June 18, 2026, at 9:00 a.m. (Vancouver time). Meeting materials (the “Meeting Materials“), including the notice of meeting and management information circular, will be mailed to Shareholders and are available on World Copper’s SEDAR+ profile at www.sedarplus.ca. Shareholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement, the transactions contemplated in connection therewith and the rights and entitlements of Shareholders in relation thereto.
As described in the Meeting Materials, in additional to annual shareholder matters Shareholders will be asked at the Meeting to approve: (i) the Arrangement; and (ii) the consolidation of World Copper’s issued and outstanding common shares on the basis of twenty (20) pre-consolidation common shares for one (1) post-consolidation common share (the “Consolidation“).
Arrangement Agreement Amendment
The Company has entered into an amending agreement dated May 20, 2026 to the arrangement agreement dated May 14, 2026 (as amended, the “Arrangement Agreement“) with Spinco which provides that the completion of the Consolidation will be a condition precedent to the completion of the Arrangement. If the Consolidation is approved at the Meeting and subsequently becomes effective, the number of issued and outstanding common shares of World Copper will be reduced from approximately 262,931,067 common shares to approximately 13,146,553 post-Consolidation common shares, with any fractional shares resulting from the Consolidation rounded down to the nearest whole number, and the Company expects that a new CUSIP/ISIN number for the post-Consolidation common shares will be obtained. Details regarding the effective date of the Consolidation and the new CUSIP/ISIN number will be provided in a future news release once available and after consultation with the Company’s transfer agent regarding the timing of the Consolidation and Arrangement becoming effective.
The Company is undertaking the Consolidation as it believes doing so may make the Company’s common shares more attractive to a broader range of investors, improve trading liquidity and enhance the Company’s ability to raise capital on more favourable terms. The Company’s name will not be changed in conjunction with the Consolidation.
Completion of the Arrangement and the Consolidation remains subject to customary conditions, including, among other things, (i) final approval of the TSXV; (ii) approval by Shareholders at the Meeting; and (iii) approval of the Arrangement by the Supreme Court of British Columbia. The Consolidation is a condition precedent to the completion of the Arrangement, and the Arrangement may not be completed in accordance with its terms if the Consolidation is not completed.
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 50 km 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: [email protected]
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.
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 completion and timing of the Spin-Out 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 expected meeting date for the Meeting and the mailing of Meeting Materials, the approval of the Arrangement and the Consolidation by the Shareholders at the Meeting, the receipt of TSXV approval for the Arrangement and the Consolidation, the approval of the Arrangement by the Supreme Court of British Columbia, 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, 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. Often, but not always, forward-looking information can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “will”, “should”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof, and phrases that refer to certain actions, 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, the Company 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 it will receive approval from the Supreme Court of British Columbia for the Arrangement, 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, operating and technical difficulties in connection with mineral exploration and development and mine development activities at the Company’s projects, estimation or realization of mineral reserves and mineral resources, requirements for additional capital, future prices of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays or the inability of the Company to obtain any necessary permits, consents or authorizations required, including of the TSXV for either the Arrangement or the Consolidation, financing or other planned activities, changes in laws, regulations and policies affecting mining operations, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks relating to epidemics or pandemics and their impact on the Company’s business, risks related to joint venture operations, and risks related to the integration of acquisitions, as well as those factors discussed under the heading “Risk Factors” in the Company’s latest Management Discussion and Analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. Except as otherwise required by law, the Company undertakes no obligation to update any of the forward-looking information in this news release or incorporated by reference herein.
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Matribhumi Samachar English

