World Copper Ltd. (“World Copper” or the “Company“; TSXV: WCU, OTCQB: WCUFF, FSE: 7LY0) 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 13,151,545New 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.
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