World Copper Announces Closing of Qualifying Transaction Name Change
LC275433-1
January 18, 2021
World Copper Announces Closing of Qualifying Transaction
Name Change
FOR IMMEDIATE RELEASE...Vancouver, British Columbia: World Copper Ltd. ( formerly
Allante Resources Ltd.) ( "World Copper " or the " Company") is pleased to announce the
closing of its previously announced qualifying transaction ( the " Transaction") with
1188893 B.C. Ltd. (formerly World Copper Ltd.) ("8893").
In addition, as a condition to the completion of the Transaction, the Company announces the
completion of its previously announced name change from "Allante Resources Ltd." to "World
Copper Ltd." effective January 12, 2021.
As part of the Transaction, the Company acquired all of the issued and outstanding shares of
8893 in exchange for common shares of the Company ("Company Shares") on a 1:1 basis. The
Transaction was effected pursuant to a share exchange agreement made as of February 28, 2020
among World Copper and 8893, as amended (the " Share Exchange Agreement "). Detailed
information regarding the Transaction and other relevant information is available in the Filing
Statement of the Company dated December 22, 2020 which has been filed on World Copper's
SEDAR profile on www.sedar.com (the "Filing Statement").
The parties to the Transaction have made their final submission to the TSX Venture Exchange
("TSXV") in connection with the TSXV's issuance of its listing bulletin. It is anticipated that the
Company Shares will commence trading on Tier 2 of the TSXV under the trading symbol
"WCU" on or about January 25, 2021.
Board of Directors and Management
Following the close of the Transaction, the directors and officers of the Company consist of:
Name Position
Hendrik van Alphen Chief Executive Officer and Director
Patrick James Burns President and Director
Sead Hamzagic Chief Financial Officer
Marla Ritchie Corporate Secretary
Matias Herrero Director
Stuart Ross Director
Roberto Fréraut Director
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Escrowed Shares
On completion of the Transaction, certain Principals (as defined policies of the TSXV) of the
Company holding an aggregate of 66,175,594 Company Shares , 1,700,000 common share
purchase warrants and 1 special warrant (collectively, the " Escrowed Securities ") exercisable
for up to 24,446,702 Company Shares (as more particularly described in the Filing Statement)
are subject to escrow in accordance with TSXV Policy 5.4 Escrow, Vendor Consideration and
Resale Restrictions ("Policy 5.4"). Pursuant to Policy 5.4, 10% of the Escrowed Securities will
be released at the time of the Final Exchange Bulletin (as such term is defined in Policy 5.4), and
15% of the Escrowed Securities will be released every 6 months thereafter until the date which is
36 months following the Final Exchange Bulletin.
Shares for Debt
Pursuant to the terms of the Share Exchange Agreement and immediately prior to the close of the
Transaction, 8893 issued an aggregate of 2,666,666 common shares (the " Debt Settlement
Shares") to Joe DeVries, the former President and CEO of World Copper, and Simco Services
Inc., a private company controlled by Mr. DeVries, in full and final satisfaction of World
Copper's indebtedness to such creditors in the aggregate amount of $320,000 (the "Debt
Settlement"). The Debt Settlement Shares were exchanged for Company Shares as a part of the
Transaction and have been deposited into escrow with World Copper 's transfer agent and
registrar pursuant to the terms of a CPC Escrow Agreement on TSXV Form 2F as more
particularly described in the Filing Statement.
Early Warning Disclosure – Wealth Minerals Ltd.
Wealth Minerals Ltd. (" Wealth Minerals"), a publicly -traded company existing under the laws
of British Columbia and a shareholder of the Compan y, makes the following announcement in
accordance with National Instrument 62 -103 The Early Warning System and Related Take -Over
Bid and Insider Reporting Issues("NI 62-103") and National Instrument 62-104 Take-Over Bids
and Issuer Bids.
Pursuant to the Transaction, Wealth Minerals Ltd. (" Wealth Minerals "), a publicly -traded
British Columbia company, acquired 25,000,000 Common Shares (the " Wealth Minerals
Shares") at a deemed price of $0.20 per share . The acquisition by Wealth Minerals of the
Wealth Minerals Shares occurred pursuant to the Share Exchange Agreement , wherein
25,000,000 shares held by Wealth Minerals in the capital of 8893 were exchanged on a 1:1 basis
for Company Shares (the "Acquisition").
Immediately prior to the closing of the Transaction, Wealth Minerals beneficially owned and had
control and direction over nil Company Shares.
Immediately after the closing of the Transaction, Wealth Minerals beneficially owns and has
control and direction over an aggregate of 25,000,000 Company Shares, representing
approximately 18.90% of the issued and outstanding Company Shares.
The change in Wealth Minerals ' securityholding percentage is approximately 18.90% of the
issued and outstanding Company Shares.
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Wealth Minerals completed the Acquisition for investment purposes. Wealth Minerals will
review its holdings in World Copper on a continuing basis and may from time to time and at any
time, in their sole discretion, acquire or cause to be acquired additional equity or debt securities
or other instruments of World Copper, or dispose or cause to be disposed such equity or debt
securities or instruments, through open market transactions, private placements by World Copper
and other privately negotiated transactions, or otherwise, in each case in accordance with Wealth
Minerals' obligations to World Copper pursuant to the Share Exch ange Agreement and with
applicable securities laws.
An early warning report will be filed under the Company's profile on the SEDAR website at
www.sedar.com. A copy of the early warning report can also be obtained from the contact
below:
Wealth Minerals Ltd.
Suite 2300, 1177 West Hastings Street
Vancouver, British Columbia, V6E 2K3
Attn: Marla Ritchie, Corporate Secretary
Phone: (604) 331-0096
On Behalf of the Board of Directors of
World Copper
"Hendrik van Alphen"
Chief Executive Officer
For further information, please contact:
World Copper
Marla Ritchie, Corporate Secretary
World Copper Ltd.
Suite 2300, 1177 West Hastings Street
Vancouver, BC V6E 2K3
Follow us:
Twitter: https://twitter.com/WorldCopperLtd
Facebook: https://www.facebook.com/WorldCopperLtd
LinkedIn: https://www.linkedin.com/company/worldcopperltd
Cautionary Note Regarding Forward-Looking Statements
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,
including the United States Private Securities Litigation Reform Act of 1995. All statements, other than
statements of historical fact, included herei n including, without limitation, statements with respect to the
expected trading date of the Company Shares on the TSXV, the Company's anticipated business plans and
the timing of future activities of the Company are forward -looking statements that involve various risks
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and uncertainties, are forward-looking statements. Although the Company believes that such statements
are reasonable, it can give no assura nce that such expectations will prove to be correct. Forward-
looking statements are typically identified by words such as: "believes", "expects", "anticipates",
"intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations
of such words and phrases and similar expressions, which, by their nature, refer to future 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 final TSXV acceptance of the Transaction and Debt Settlement will be obtained.
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 o r implied by th e forward -looking information
Such risks and other factors include, without limitation, risks relating to epidemics or pandemics such as
COVID–19, including the impact of COVID –19 on the Company 's business, financial condition and
results of operations, changes in laws, regulations and policies affecting mining operations, title disputes,
the inability of the Company to obtain any necessary permits, consents, approvals or authorizations,
including final acceptance by the TSXV required for the Transaction and Debt Settlement and other risks
and uncertainties disclosed in the Company 's continuous disclosure documents and the TSXV filing
statement for the qualifying transaction. All of the Company's Canadian public disclosure filings may be
accessed via www.sedar.com and readers are urged to review these materials, including the technical
report on the Company's Escalones project which is filed on the Company's SEDAR profile.
Readers are cautioned not to pla ce undue reliance on forward -looking statements. The Company does
not undertake any obligation to update any of the forward -looking statements in this news release or
incorporated by reference herein, except as otherwise required by law.