Plata Latina and World Copper Announce Acquisition of the Zonia Project by Plata Latina and Concurrent $17 Million Financing to Create a Development-Focused Copper Company to be Named "Edge Copper Corporation"

2025-07-24

TSXV - TSX Venture Exchange · Copper · Gold · Silver · Molybdenum · Canada

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All dollar amounts in this news release refer to Canadian dollars.

Vancouver, British Columbia--(Newsfile Corp. - July 23, 2025) - Plata Latina Minerals Corporation (TSXV: PLA) ("Plata Latina") and World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("World Copper") are pleased to announce that they have entered into an arm's length definitive agreement dated July 22, 2025 (the "TransactionAgreement") for Plata Latina to acquire the Zonia Copper Project ("Zonia") in Arizona from World Copper for consideration of cash and common shares of Plata Latina ("PlataLatina Shares") by way of a court-approved plan of arrangement (the "Transaction"). Plata Latina will be renamed Edge Copper Corporation upon closing of the Transaction.

Under the terms of the Transaction, World Copper will receive $10.5 million in cash (the "CashConsideration") and such number of Plata Latina Shares as results in World Copper and its shareholders owning approximately 31.3% of Plata Latina, on a non-diluted basis, immediately following closing of the Transaction and the Concurrent Financing (as defined below) (the "ShareConsideration"). The aggregate Cash Consideration and Share Consideration are valued at approximately $22 million, which implies a value of approximately $0.085 per common share of World Copper (the "World Copper Shares")(1)representing a premium of approximately 40% to the five-day volume-weighted average price of the World Copper Shares on the TSX Venture Exchange as of July 22, 2025 and a premium of approximately 71% to the 20-day volume-weighted average price of the World Copper Shares on the TSX Venture Exchange as of July 22, 2025.

As part of the Transaction, World Copper shareholders are expected to receive approximately 0.3930 of a Plata Latina Share for each World Copper Share (the "Exchange Ratio") pursuant to a distribution by World Copper to its shareholders of a substantial portion of the Share Consideration.(2)Immediately following closing, World Copper will retain approximately $500,000 in cash and 15,000,000 Plata Latina Shares and will use the balance of the Cash Consideration to satisfy outstanding indebtedness, accounts payable and other liabilities of World Copper and its subsidiaries. World Copper shareholders will continue to hold their interest in World Copper, which is expected to remain a stand-alone public company, with a clean balance sheet, and a focus on continued exposure to the Cristal project - a prospective and high-potential Chilean porphyry copper deposit. For further details regarding the Cristal project, please refer to World Copper's press release of July 17, 2025, available under its profile on SEDAR+ at www.sedarplus.ca.

In connection with the Transaction, Plata Latina has entered into binding subscription agreements with investors pursuant to a non-brokered private placement of units of Plata Latina ("PlataLatina Units") at a price of $0.10 per Plata Latina Unit for gross aggregate proceeds of $17 million (the "Concurrent Financing"). The proceeds of the Concurrent Financing are being allocated to finance the Cash Consideration and to fund exploration and development of Zonia, including drilling, metallurgical test work, feasibility study work and permitting work, and for general working capital and corporate purposes. No commission or brokerage or finder's fee is payable in connection with the Concurrent Financing.

As a result of the Transaction, Plata Latina expects to become a development-focused copper company poised to advance the 100%-owned Zonia Copper Project in Arizona. Zonia is a past-producing conventional open-pit mine that is planned to produce pure copper cathode on-site. The planned operation is situated on private and patented lands, allowing for a faster and more streamlined permitting process, with considerable exploration upside on an additional 3,713 acres of unpatented claims to the northeast of the current mineral resource.

"The acquisition of Zonia is an important and significant step for Plata Latina and positions us well as the U.S. focuses on domestic demand for critical minerals," commented Letitia Wong, President and Chief Executive Officer of Plata Latina. "With Zonia located on private and patented lands, the permitting process is expected to be more efficient and streamlined, enhancing project development certainty. Under the leadership of our highly experienced project team-recognized for its success in advancing copper projects in Arizona-we look forward to moving Zonia toward construction in the near to medium term. We are excited about Zonia and the additional value we expect to bring to our shareholders, World Copper shareholders, and new investors in the Concurrent Financing."

Gordon Neal, President and Chief Executive Officer of World Copper, stated: "The sale of Zonia to Plata Latina will provide significant value to World Copper shareholders. The Plata Latina team has a track record of creating value for shareholders by developing, operating, and ultimately vending copper and gold mines and assets to major resource industry players. World Copper shareholders will receive a significant share position in Plata Latina while maintaining their existing shares in World Copper. The new reconstituted World Copper will be a clean, debt-free and capitalized copper exploration company with a new Chilean asset. This is a meaningful win for World Copper shareholders in an accelerating global copper market."

Transaction Highlights

Combines a seasoned management team with a strategic copper project in Arizona: The experienced management team has significant prior experience in Arizona and a strong track record of creating value through resource growth. Experience includes generating a 175% shareholder return and a 2.5x resource increase at Copper Mountain (sold to Hudbay in 2023), as well as generating a greater than 1,200% shareholder return and a 1.5x resource increase at Augusta Resource Corporation (sold to Hudbay in 2014).

Strategically aligned acquisition provides attractive value proposition and re-rate upside potential: Following the Transaction, Plata Latina is expected to compare favourably to peers on key valuation metrics, providing upside and re-rate potential. Through their Share Consideration, World Copper shareholders will have the opportunity to participate in the potential re-rating as the Plata Latina management team executes its strategic vision for Zonia.

A significant private land package presents a strong exploration opportunity for future value creation: There are over 900 hectares of private land at Zonia, which hosts a current resource that underpins 10 years of initial production. Limited historical exploration work has been completed which provides strong potential for resource expansion and larger-scale production. An additional BLM land package nearby provides significant potential for a Phase 2 expansion in the future.

Zonia is located in a Tier 1 jurisdiction: Copper is a critical mineral to the U.S. and Zonia is strategically located in Arizona, the largest producer of copper in the U.S., ranked 7thglobally on mining investment attractiveness, according to the Fraser Institute's 2023 Annual Survey of Mining Companies. The pre-stripped, past-producing Zonia benefits from existing infrastructure and a streamlined permitting process, which only requires state permits for Phase 1.

Straightforward and low-risk Zonia project to become a primary asset for Plata Latina: Zonia's oxide porphyry deposit is attractive and straightforward with conventional open pit mining at a brownfield site via SX-EW, which is expected to reduce processing, minimizing complexity and emissions.

Retained exposure to Chilean assets with capital markets optionality for World Copper shareholders: World Copper shareholders will have the opportunity to participate in continued exposure to the Cristal project - a prospective Chilean porphyry copper deposit - in a vehicle with a clean balance sheet and cash and Plata Latina Shares, together with capital markets optionality to access further financing to advance exploration and development and a TSX Venture Exchange listing to serve as a viable RTO candidate.

Plata Latina Governance and Leadership

Following closing, Plata Latina will appoint two World Copper directors, currently expected to be Robert Kopple and Keith Henderson, to its current board of directors (the "Plata Latina Board"). Plata Latina's senior leadership team will include Gilmour Clausen as Chair and Chief Executive Officer and Letitia Wong as President.

World Copper Special Committee Recommendation and Fairness Opinion

World Copper established a special committee (the "World Copper Special Committee") of its board of directors (the "World Copper Board"), composed solely of independent directors, to review the Transaction. Following its review, and the receipt of financial advice, the World Copper Special Committee unanimously recommended that the World Copper Board approve the Transaction and recommend that World Copper shareholders vote in favour of the Transaction.

Evans & Evans, Inc. ("Evans & Evans") has provided a verbal opinion to the World Copper Special Committee with respect to the Transaction to the effect that, subject to the assumptions, limitations and qualifications stated in the written opinion of Evans & Evans, (a) the consideration to be received by World Copper pursuant to the Transaction is fair, from a financial point of view, to World Copper, and (b) the Exchange Ratio is fair, from a financial point of view, to the World Copper shareholders. Evans & Evans will receive a fixed fee for its services that is not dependent on the completion of the Transaction.

Board of Directors' Recommendations and Voting Support

The Transaction has been unanimously approved by the Plata Latina Board and the World Copper Board after consultation with their respective financial and legal advisors. Both the Plata Latina Board and the World Copper Board unanimously recommend that their respective shareholders vote in favour of the Transaction.

The directors and officers and certain shareholders of Plata Latina, holding approximately 43% of the outstanding Plata Latina Shares, have entered into a voting and support agreement with World Copper pursuant to which they have agreed to vote their Plata Latina Shares in favour of the Transaction, and the directors and officers and certain shareholders of World Copper, holding approximately 30% of the outstanding World Copper Shares, have entered into a voting and support agreement with Plata Latina pursuant to which they have agreed to vote their World Copper Shares in favour of the Transaction.

Transaction Summary

The Transaction will be completed pursuant to a plan of arrangement under the provisions of the _Business Corporations Act_(British Columbia) and result in the acquisition by Plata Latina of Zonia Holdings Corp., a wholly-owned subsidiary of World Copper that holds Zonia through Cardero Copper (USA) Ltd., and certain intercompany receivables.

With respect to World Copper, the Transaction will require the approval of (a) two-thirds of the votes cast by World Copper shareholders at a special meeting of World Copper shareholders (the "World Copper Meeting"), (b) a majority of the votes cast at the World Copper Meeting, excluding votes cast by persons required to be excluded under Multilateral Instrument 61-101 - _Protection of Minority Security Holders in Special Transactions. _("MI 61-101"), and (c) shareholders in accordance with the corporate finance policies of the TSX Venture Exchange. With respect to Plata Latina, the Concurrent Financing will require the approval of a majority of the votes cast by Plata Latina shareholders at a special meeting of Plata Latina shareholders (the "Plata Latina Meeting"), excluding votes cast by persons required to be excluded under MI 61-101. In addition to shareholder and court approvals, the completion of the Transaction is subject to customary closing conditions, including approval of the TSX Venture Exchange and completion of the Concurrent Financing. The Transaction is a Fundamental Acquisition (as defined in TSXV Policy 5.3) for Plata Latina. Subject to the satisfaction of these conditions, the Transaction and the Concurrent Financing are expected to close in October 2025.

The Transaction Agreement includes customary non-solicitation and "fiduciary-out" provisions, and provides for a reciprocal termination fee of $1 million payable in certain circumstances, including if either Plata Latina or World Copper accepts a superior proposal that is not matched by the other party.

Under the Transaction, holders of World Copper warrants will receive replacement warrants to acquire, in lieu of one World Copper Share for each World Copper warrant, a fraction of a Plata Latina Share determined on the basis of the Exchange Ratio. The Plata Latina replacement warrants will be exercisable until their respective expiry dates and will feature terms that are otherwise the same as the terms of the World Copper warrants in effect immediately prior to the closing of the Transaction. In addition, under the Transaction, certain holders of World Copper options will receive replacement options to acquire, in lieu of one World Copper Share for each World Copper option, a fraction of a Plata Latina Share determined on the basis of the Exchange Ratio. The Plata Latina replacement options will be exercisable until the earlier of their respective expiry dates and 15 months from closing, and will feature terms that are otherwise the same as the terms of the World Copper options in effect immediately prior to the closing of the Transaction.

Full details of the Transaction and the Concurrent Financing will be set out in a joint management information circular of Plata Latina and World Copper (the "Joint Circular") that is expected to be mailed to their respective shareholders and filed under their respective profiles on SEDAR+ at www.sedarplus.cain due course. The Plata Latina Meeting and the World Copper Meeting are expected to be held in October 2025, and closing is expected to occur in the fourth quarter of 2025.

None of the securities to be issued pursuant to the Transaction Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States, and any securities issued pursuant to the Transaction 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 does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Concurrent Financing

In connection with the Transaction, Plata Latina has entered into binding subscription agreements to effect the Concurrent Financing at a price of $0.10 per Plata Latina Unit for gross aggregate proceeds of $17 million. Each Plata Latina Unit consists of one Plata Latina Share and one-half of one Plata Latina Share purchase warrant (each such whole warrant, a "Plata Latina Warrant"). Each Plata Latina Warrant will entitle the holder thereof to acquire one Plata Latina Share at an exercise price of $0.20 for a period of 18 months following closing of the Concurrent Financing.

The proceeds of the Concurrent Financing are being allocated to finance the cash portion of the consideration under the Transaction and to fund exploration and development of Zonia, including drilling, metallurgical test work, engineering, feasibility study work, permitting work, geotechnical work. Approximately $3 million will be used for general working capital and corporate purposes, including transaction-related expenses. No commission or brokerage or finder's fee is payable in connection with the Concurrent Financing.

Directors and officers of Plata Latina and certain of their joint actors have entered into subscription agreements to invest an aggregate of approximately $8.5 million in the Concurrent Financing. By virtue of the amount of their committed investment, the Concurrent Financing constitutes a "related party transaction" under MI 61-101. As a result, the Concurrent Financing is subject to the approval of a majority of the votes cast by Plata Latina shareholders at the Plata Latina Meeting, excluding votes cast by persons required to be excluded under MI 61-101. In addition to disinterested shareholder approval, the completion of the Concurrent Financing is subject to customary closing conditions, including approval of the TSX Venture Exchange and the substantially concurrent closing of the Transaction.

There are no "prior valuations" (as defined in MI 61-101) that relate to the subject matter of or that are otherwise relevant to the Concurrent Financing that have been made in the 24 months before the date of this news release and the existence of which is known, after reasonably inquiry, to Plata Latina or to any director or senior officer of Plata Latina. As neither the Plata Latina Shares nor any other securities of Plata Latina are listed or quoted on a specified stock exchange, Plata Latina is relying on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 in relation to the Concurrent Financing.

The Plata Latina Units are being offered by way of: (a) private placement in each of the provinces of Canada pursuant to applicable prospectus exemptions under applicable Canadian securities laws; (b) in the United States, by way of private placement pursuant to the exemptions from registration provided for under Rule 506(b) and/or Section 4(a)(2) of the U.S. Securities Act, and applicable exemptions under any applicable state securities laws; and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis.

The securities being offered pursuant to the Concurrent Financing have not been, nor will they be, registered under 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. 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. "United States" is as defined in Regulation S under the U.S. Securities Act.

The Concurrent Financing is integral to the Transaction and Plata Latina intends to rely on the "part and parcel pricing exception" provided for in the corporate finance policies of the TSX Venture Exchange.

Plata Latina Name Change and Share Consolidation

In connection with the Transaction, Plata Latina intends to change its corporate name to "Edge Copper Corporation" and change its ticker symbol on the TSX Venture Exchange (the "Name Change") to reflect its edge as a development-focused copper company poised to advance the 100%-owned Zonia Copper Project in Arizona on private and patented lands and produce domestic pure copper cathode.

Plata Latina also intends to consolidate the Plata Latina Shares on the basis of one post-consolidation Plata Latina Share for up to three pre-consolidation Plata Latina Shares (the "ShareConsolidation"). There are currently approximately 80 million Plata Latina Shares outstanding. Plata Latina expects to issue approximately 109,772,988 Plata Latina Shares pursuant to the Transaction and approximately 170,000,000 Plata Latina Shares pursuant to the Concurrent Financing such that, immediately following closing, Plata Latina expects there to be approximately 362,495,882 Plata Latina Shares outstanding (on a non-diluted basis) or approximately 120,831,961 Plata Latina Shares outstanding (on a non-diluted basis and post-Share Consolidation basis).(3)