Edge Copper Announces Completion of the Acquisition of the Zonia Copper Project and Concurrent $17 Million Financing to Create "Edge Copper Corporation" /THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
Edge Copper Announces Completion of the
Acquisition of the Zonia Copper Project and
Concurrent $17 Million Financing to Create
"Edge Copper Corporation"
/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA
ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
./
All dollar amounts in this news release refer to Canadian dollars.
VANCOUVER, BC
,
Oct. 30, 2025
/CNW/ - Edge Copper Corporation (formerly Plata Latina Minerals
Corporation) (TSXV: PLA / EDCU
(1)
) ("
Edge Copper
") is pleased to announce the completion of its
previously-announced acquisition of the Zonia Copper Project in
Arizona
from World Copper Ltd
(TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY0) ("
World Copper
") in exchange for consideration of
cash and common shares of Edge Copper ("
Edge Copper Shares
") by way of a court-approved
plan of arrangement (the "
Transaction
"). In connection with the Transaction, Plata Latina Minerals
Corporation changed its name to "Edge Copper Corporation" (the "
Name Change
") and effected a
three-to-one consolidation of its common shares (the "
Consolidation
").
It is anticipated that the Edge Copper Shares will commence trading on the TSXV on or about
November 3, 2025 on a post-Consolidation and post-Name Change basis under the new stock
symbol "EDCU" with the CUSIP and ISIN numbers 279852107 and CA2798521076, respectively.
"Zonia represents a remarkable opportunity to apply our technical expertise and modern mining
approaches to a project with strong fundamentals," said
Gil Clausen
, Edge Copper's Chair and
CEO. "With exceptional near-term exploration and development upside, existing infrastructure,
private land tenure, and a supportive regulatory environment, our team sees clear potential to
advance Zonia toward development efficiently and responsibly."
Edge Copper's President,
Letitia Wong
, commented, "The acquisition of the Zonia Copper Project
marks a transformative step in establishing the new Edge Copper as the next leading U.S. copper
developer. As global demand for copper continues to grow and the
U.S. focuses on domestic
demand for critical minerals,
Edge Copper is focused on advancing projects that can deliver both
economic and environmental value."
Under the terms of the Transaction, Edge Copper acquired all of the issued outstanding common
shares of World Copper's wholly-owned subsidiary, Zonia Holdings Corp. ("
Zonia Holdings
"), which
indirectly holds the Zonia Copper Project. World Copper received
$10.5 million
in cash (the "
Cash
Consideration
") and an aggregate of 37,820,374 Edge Copper Shares (on a post-Consolidation
basis), resulting in World Copper and its shareholders owning approximately 31.3% of Edge Copper,
on a non-diluted basis, immediately following closing of the Transaction and the Concurrent Financing
(as defined below) (the "
Share
Consideration
"). As part of the Transaction, World Copper
shareholders received 0.12482512 of an Edge Copper Share (the "
Exchange Ratio
"), on a post-
Consolidation basis, for each common share of World Copper (each, a "
World Copper
Share
") pursuant to a distribution by World Copper to its shareholders of a substantial portion of the
Share Consideration. World Copper retained approximately
$500,000
in cash and 5,000,000 Edge
Copper Shares (on a post-Consolidation basis), and is required to use the balance of the Cash
Consideration to satisfy outstanding indebtedness, accounts payable and other liabilities of World
Copper and its subsidiaries.
As a result of the Transaction, Zonia Holdings has become a wholly-owned subsidiary of Edge
Copper. World Copper continues to be a stand-alone reporting issuer in all of the provinces and
territories of
Canada
, with its common shares listed on the TSXV under the stock symbol "WCU".
The Transaction was completed on an arm's length basis and no finder's fees were payable in
connection with the Transaction.
Edge Copper Governance and Leadership
Edge Copper's senior leadership team includes
Gilmour Clausen
as Chair and Chief Executive
Officer and
Letitia Wong
as President. Edge Copper has appointed two World Copper directors,
Robert Kopple
and
Keith Henderson
, to its board of directors.
Concurrent Financing
In connection with the closing of the Transaction, Edge Copper is pleased to announce that it has
now closed its non-brokered private placement of units of Edge Copper (the "
Concurrent
Financing
") through the issuance of 56,666,665 units of Edge Copper ("
Edge Copper Units
") to
subscribers pursuant to applicable exemptions under National Instrument 45-106 –
Prospectus
Exemptions
at a price of
$0.30
per Edge Copper Unit for gross aggregate proceeds of
$17 million
(in each case, on a post-Consolidation basis).
Each post-Consolidation Edge Copper Unit consists of one Edge Copper Share and one-half of one
Edge Copper Share purchase warrant (each such whole warrant, an "
Edge Copper Warrant
").
Each Edge Copper Warrant entitles the holder thereof to acquire one Edge Copper Share at an
exercise price of
$0.60
for a period of 18 months following such closing of the Concurrent Financing.
All securities issued in connection with the Concurrent Financing are subject to a statutory hold
period of four months and one day following the date of issuance in accordance with applicable
Canadian securities laws, with such hold period expiring on
March 1, 2026
.
The proceeds of the Concurrent Financing were allocated to finance the Cash Consideration under
the Transaction and to fund the exploration and development of the Zonia Copper Project, including
drilling, metallurgical test work, engineering, feasibility study work, permitting work, geotechnical
work. Approximately $3 million is to be used for general working capital and corporate purposes,
including transaction-related expenses. No commission or brokerage or finder's fee was payable in
connection with the Concurrent Financing.
The Concurrent Financing was approved by a majority of the votes cast by
Plata Latina
shareholders
at a special meeting of
Plata Latina
shareholders held on
October 16, 2025
, excluding votes cast by
persons required to be excluded under Multilateral Instrument 61-101 –
Protection of Minority
Security Holders in Special Transactions
.
Information for World Copper Shareholders
In order to receive the Share Consideration, registered shareholders of World Copper must
complete, sign, date and return the letter of transmittal that was mailed to each World Copper
Shareholder prior to closing. The letter of transmittal is also available under World Copper's profile
on SEDAR+ at
www.sedarplus.ca
. For those World Copper shareholders whose World Copper
Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or
other intermediary or nominee, they should contact such nominee for assistance in depositing their
World Copper Shares and should follow the instructions of such intermediary or nominee.
Replacement Edge Copper Warrants and Replacement Edge Copper Options
Under the Transaction, holders of World Copper warrants received replacement warrants to acquire,
in lieu of one World Copper Share for each World Copper warrant, a fraction of an Edge Copper
Share determined on the basis of the Exchange Ratio. The Edge Copper replacement warrants are
exercisable until their respective expiry dates and 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 received replacement
options to acquire, in lieu of one World Copper Share for each World Copper option, a fraction of an
Edge Copper Share determined on the basis of the Exchange Ratio (the "
Edge Copper
Replacement Options
"). The Edge Copper Replacement Options are exercisable until the earlier
of their respective expiry dates and 15 months from closing, and 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.
Further information regarding the Transaction is available in the notice of meeting and joint
management information circular of Edge Copper and World Copper filed under their respective
issuer profiles on SEDAR+ at
www.sedarplus.ca
.
None of the securities issued pursuant to the Transaction or the Concurrent 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 or the Concurrence Financing have been or will be issued in reliance upon available
exemptions from such registration requirements. This news release does not constitute an offer to
sell or the solicitation of an offer to buy any securities.
Bridge Loan
In connection with the Transaction, Edge Copper provided bridge financing to World Copper
pursuant to the terms of a bridge loan agreement dated
July 22, 2025
in an aggregate principal
amount of
$600,000
(the "
Bridge Loan
"). Advances of the Bridge Loan were made in two tranches
consisting of an initial advance of
$400,000
and a subsequent advance of
$200,000
, which were
used primarily to maintain the Zonia Copper Project, including payment of annual maintenance claim
fees, as well as general working capital and corporate purposes. Upon the closing of the
Transaction, all amounts owing by World Copper under the Bridge Loan were set off against the
Cash Consideration, with accrued interest reduced to nil.
Advisors and Counsel
National Bank Financial acted as Edge Copper's exclusive financial advisor and Davies Ward Phillips
& Vineberg LLP acted as its legal counsel.
Early Warning Disclosure Regarding Gilmour Clausen
Mr. Clausen, a director and the Chair of the board of directors of Edge Copper, and joint actors
have acquired beneficial ownership, or control or direction, directly or indirectly, over an aggregate
of 13,000,000 post-Consolidation Edge Copper Units pursuant to the Concurrent Financing. Prior to
the completion of the Transaction and Concurrent Financing, Mr. Clausen and joint actors beneficially
owned, or controlled or directed, directly or indirectly, an aggregate of 20,163,595 pre-Consolidation
Edge Copper Shares and 1,376,839 pre-Consolidation options to acquire Edge Copper Shares
("
Edge Copper Options
"), representing approximately 25.51% of the then issued and outstanding
Edge Copper Shares and 26.80% of the then issued and outstanding Edge Copper Shares
assuming exercise of the Edge Copper Options.
Following closing of the Transaction and Concurrent Financing, Mr. Clausen and joint actors
beneficially own, or control or direct, directly or indirectly, 19,721,198 Edge Copper Shares and
6,958,946 Edge Copper Warrants and Edge Copper Options (each on a post-Consolidation basis),
representing approximately 16.32% of the issued and outstanding Edge Copper Shares and 20.88%
of the issued and outstanding Edge Copper Shares assuming exercise of the Edge Copper Options
and Edge Copper Warrants held by Mr. Clausen and joint actors. Mr. Clausen has advised that the
Edge Copper Units were acquired for investment purposes and that he has no present intention to
either increase or decrease his holdings in Edge Copper. Notwithstanding the foregoing, he has
advised that he and joint actors may increase or decrease his beneficial ownership, control or
direction over Edge Copper Shares through market transactions, private agreements, exercise of
warrants, other treasury issuances or otherwise.
An early warning report with additional information in respect of the foregoing matters will be made
available under Edge Copper's profile on SEDAR+ at
www.sedarplus.ca
or may be obtained directly
upon request by contacting the Edge Copper contact person named below. The head office of Edge
Copper is located at 1100-1111 Melville Street,
Vancouver British Columbia
, V6E 3V6,
Canada
.
Endnotes
1
.
The stock symbol for the Edge Copper Shares listed on the TSXV is changing from "PLA" to
"EDCU" effective at the start of trading on
November 3, 2025
. The new CUSIP and ISIN
numbers for the Edge Copper Shares effective at the start of trading on
November 3, 2025
will
be 279852107 and CA2798521076, respectively.
About Edge Copper Corporation
Edge Copper Corporation is a copper-focused exploration and development company advancing its
100%-owned Zonia Copper Project in Arizona. Zonia is a past-producing SX-EW heap leach
operation on private land, located in
Arizona's
historic Walnut Grove mining district. With existing
infrastructure and significant potential for resource expansion, Zonia is well-positioned to become a
key U.S. copper development project.
Forward-Looking Information
This news release contains statements that are "forward-looking information" within the meaning of
applicable securities laws. In some cases, forward-looking information can be identified by the use
of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate",
"predict", "potential", "continue" or other similar expressions concerning matters that are not
historical facts. Forward-looking statements include, among other things, statements related to the
reporting issuer status of World Copper and Edge Copper, the composition of the board of directors
of the Company, receipt of the Share Consideration by shareholders of World Copper, the effective
time of the stock symbol change for Edge Copper, the timing for the payment of a portion of the
Cash Consideration to World Copper creditors and Edge Copper's anticipated use of proceeds from
the Concurrent Financing
.
Forward-looking statements are necessarily based on a number of
opinions, assumptions and estimates that, while considered reasonable by Edge Copper as of the
date of this news release, are subject to inherent uncertainties, risks and changes in circumstances
that may differ materially from those contemplated by the forward-looking information. See the risks
and uncertainties identified under the headings "Forward-Looking Information" and "Risk Factors" in
the joint management information circular of Edge Copper and World Copper dated
September 12,
2025
and the risks set forth under the heading "Risk Factors" in Edge Copper's annual information
form for the year ended
December 31, 2024
and in other periodic filings that Edge Copper has
made and may make in the future with the securities commissions or similar regulatory authorities in
Canada
, all of which are available under the Edge Copper's SEDAR+ profile at
www.sedarplus.ca
.
These factors are not intended to represent a complete list of the factors that could affect the
Company. However, such risk factors should be considered carefully. There can be no assurance
that such estimates and assumptions will prove to be correct. You should not place undue reliance
on forward-looking information, which speaks only as of the date of this release and is subject to
change after such date. Management and First National disclaim any intention or obligation to update
or revise any forward-looking information, whether as a result of new information, future events or
otherwise, except as required under securities laws.
SOURCE
Edge Copper Corporation
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For further information:
For further information regarding Edge Copper, please contact:
Telephone: +1 800 933 9925, Email: [email protected]
CO: Edge Copper Corporation
CNW 07:45e 30-OCT-25