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” THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DIST
NEWS RELEASE
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”
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, British Columbia – 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 a n arm’s length definitive
agreement dated July 22, 2025 (the “Transaction Agreement”) 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 (“ Plata Latina 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 “ Cash
Consideration”) 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 “Share
Consideration”). 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 (“Plata Latina
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 Wor ld 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 e xperienced 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 7th
globally on mining investment attractiveness , according to the Fraser Institute’s 2023
Annual Survey of Mining Compa nies. 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 pursu ant 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, t he 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 Tran saction 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 fea ture 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.ca in 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 i s 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 registra tion 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 “Share
Consolidation”). 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)
The Name Change and the Share Consolidation are subject to, among other conditions, the
approval of two-thirds of the votes cast by Plata Latina shareholders at the Plata Latina Meeting
and the approval of the TSX Venture Exchange. Plata Latina anticipates implementing the Name
Change and the Share Consolidation immediately following closing of the Transaction and the
Concurrent Financing. All references in this news release to Plata Latina Shares refer to Plata
Latina Shares on a pre-Share Consolidation basis.
Full details of the Name Change and the Share Consolidation will be set out in the Joint Circular.
Closing of the Transaction and the Concurrent Financing is not conditional on the completion of
the Name Change or the Share Consolidation.
Bridge Loan
In connection with the Transaction, Plata Latina has agreed to provide bridge financing to World
Copper pursuant to the terms of a bridge loan agreement dated July 22, 2025 in an aggregate
principal amount of up to $600,000 (the “Bridge Loan”). Advances of the Bridge Loan are to be
made in two tranches consisting of an initial advance of up to $400,000 and a subsequent
advance of up to $200,000, subject to specific conditions precedent for each advance. Advances
under the Bridge Loan are intended primarily to maintain Zonia, including payment of annual
maintenance claim fees, as well as general working capital and corporate purposes.
Interest under the Bridge Loan accrues at 10% per annum (or 15% per annum in the event of a
default). World Copper is required to repay the principal amount and all accrued interest by the
earlier of March 31, 2026 and the closing of the Transaction (in which case amounts outstanding
under the Bridge Loan will be set off against the Cash Consideration, with accrued interest
reduced to nil). Neither the principal amount nor the interest under the Bridge Loan is convertible
into securities.
The Bridge Loan is subject to customary representations, warranties and covenants by World
Copper, including restrictions on encumbrances, asset sales, and further indebtedness, as well
as requirements to maintain corporate existence and compliance with la ws. Events of default
include payment failures, breaches of covenants, material adverse changes, insolvency events,
and breaches related to the Transaction.
The Bridge Loan is unsecured. World Copper’s wholly-owned subsidiaries, Zonia Holdings Corp.
and Cardero Copper (USA) Ltd., have provided a joint and several guarantee of all obligations
under the Bridge Loan.
The Bridge Loan is subject to the prior acceptance of the TSX Venture Exchange.
Advisors and Counsel
National Bank Financial acted as Plata Latina’s exclusive financial advisor and Davies Ward
Phillips & Vineberg LLP acted as its legal counsel.
Origin Merchant Partners acted as World Copper’s financial advisor and Lotz & Company acted
as its legal counsel. Evans & Evans, Inc. acted as the World Copper Special Committee’s
independent financial advisor.
Early Warning Disclosure Regarding Gilmour Clausen
Mr. Clausen, a director and the Chair of the Plata Latina Board , and joint actors will acquire
beneficial ownership, or control or direction, directly or indirectly, over an aggregate of 60,000,000
Units pursuant to the Concurrent Financing. Mr. Clausen and joint actors currently beneficially
own, or control or direct, directly or indirectly, an aggregate of 20,163,595 Plata Latina Shares
and 1,376,839 options to acquire Plata Latina Shares (“ Plata Latina Options”), representing
approximately 25.51% of the issued and outstanding Plata Latina Shares, and 26.80% of the
issued and outstanding Plata Latina Shares (assuming exercise of the Plata Latina Options). After
giving effect to the closing of the Transaction and Concurrent Financing (the closings of which are
cross-conditional), Mr. Clausen and joint actors are expected to beneficially own, or control or
direct, directly or indirectly, 80,163,595 Plata Latina Shares and 31,376,839 Plata Latina Warrants
and Plata Latina Options, representing approximately 22.11% of the anticipated issued and
outstanding Plata Latina Shares at closing of the Transaction and Concurrent Financing, and
28.32% of the anticipated issued and outstanding Plata Latina Shares at closing of the
Transaction and Concurrent Financing (assuming exercise of the Plata Latina Options and
Warrants held by Mr. Clausen and joint actors). Mr. Clausen has advised that the Units will be
acquired for investment purposes and that he has no present intention to either increase or
decrease his holdings in Plata Latina. Notwithstanding the foregoing, he has advised that he and
joint actors may increase or decrease his beneficial ownership, control or direction over Plata
Latina 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 Plata Latina’s profile on SEDAR+ at
www.sedarplus.ca or may be obtained directly upon request by contacting the Plata Latina contact
person named below. The head office of Plata Latina is located at 1100 -1111 Melville Street,
Vancouver British Columbia, V6E 3V6, Canada.
Zonia Technical Report
Additional information regarding Zonia is available in the technical report dated October 24, 2024,
with an effective date of August 27, 2024 and an amended date of November 8, 2024, prepared
by Sue Bird, M.Sc., P.Eng., titled “NI 43 -101 Resource Estimate for the Zonia Project 2024
Update”, available under the pro file of World Copper on SEDAR+ at on SEDAR+ at
www.sedarplus.ca.
Endnotes
(1) Approximate transaction value includes $10.5 million Cash Consideration and Share
Consideration valued at $11.3 million based on the 30-day volume-weighted average price
of the Plata Latina Shares on the TSX Venture Exchange as of July 22, 2025.
(2) The final Exchange Ratio will be determined at closing depending on, among other things,
the number of then -issued and outstanding Plata Latina Shares and World Copper
Shares. The Exchange Ratio of 0. 3930 is based on the current number of issued and
outstanding Plata Latina Shares and World Copper Shares on a non-diluted basis, being
79,034,671 Plata Latina Shares and 250,519,067 World Copper Shares.
(3) The actual number of Plata Latina Shares to be issued pursuant to the Transaction will
depend on, among other things, the number of issued and outstanding Plata Latina Shares
and World Copper Shares at closing. The figures above are based on the current number
of issued and outstanding Plata Latina Shares and World Copper Shares on a non-diluted
basis, being 79,034,671 Plata Latina Shares and 250,519,067 World Copper Shares.
About Plata Latina Minerals Corporation
Plata Latina Minerals Corporation is a growth -focused company that explores strategic
opportunities within the mining industry. Led by a highly experienced team with a proven track
record in identifying, optimizing, and growing businesses, Plata Latina aims to create long -term
value through acquisitions, partnerships , and other strategic transactions. With a strong cash
balance and a 2% NSR, Plata Latina is actively evaluating opportunities.
About World Copper Ltd.
World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company focused
on the exploration and development of its Zonia copper project in Arizona.
Detailed information is available at World Copper’s website at www.worldcopperltd.com, and for
general World Copper updates you may follow us on our social media pages via Facebook, Twitter
& LinkedIn.