World Copper Provides Update On Spin-Out Transaction

May 25, 2026 7:58 PM EDT | Source: World Copper Ltd.

Vancouver, British Columbia--(Newsfile Corp. - May 25, 2026) - World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY) (" World Copper " or the " Company ") announces that, further to the Company's news release dated May 19, 2026, the Company has received TSX Venture Exchange (" TSXV ") conditional acceptance for the previously announced spin-out transaction (the " Spin-Out ") which is intended to be completed by way of a court-approved plan of arrangement (the " Arrangement ") under the Business Corporations Act (British Columbia). The Spin-Out involves the spin-out all of the Company's interests in its Chilean subsidiaries, along with certain assets and liabilities of the Company, to a wholly owned subsidiary of the Company (" Spinco ") in consideration for common shares in the capital of Spinco (" Spinco Shares ") to be distributed to Company shareholders (the " Shareholders ").

Shareholder Meeting

The Company's annual general and special meeting of Shareholders (the " Meeting ") is scheduled to be held at 320 Granville Street, Suite 880, Vancouver, British Columbia, Canada on June 18, 2026, at 9:00 a.m. (Vancouver time). Meeting materials (the " Meeting Materials "), including the notice of meeting and management information circular, will be mailed to Shareholders and are available on World Copper's SEDAR+ profile at . Shareholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement, the transactions contemplated in connection therewith and the rights and entitlements of Shareholders in relation thereto.

As described in the Meeting Materials, in additional to annual shareholder matters Shareholders will be asked at the Meeting to approve: (i) the Arrangement; and (ii) the consolidation of World Copper's issued and outstanding common shares on the basis of twenty (20) pre-consolidation common shares for one (1) post-consolidation common share (the " Consolidation ").

Arrangement Agreement Amendment

The Company has entered into an amending agreement dated May 20, 2026 to the arrangement agreement dated May 14, 2026 (as amended, the " Arrangement Agreement ") with Spinco which provides that the completion of the Consolidation will be a condition precedent to the completion of the Arrangement. If the Consolidation is approved at the Meeting and subsequently becomes effective, the number of issued and outstanding common shares of World Copper will be reduced from approximately 262,931,067 common shares to approximately 13,146,553 post-Consolidation common shares, with any fractional shares resulting from the Consolidation rounded down to the nearest whole number, and the Company expects that a new CUSIP/ISIN number for the post-Consolidation common shares will be obtained. Details regarding the effective date of the Consolidation and the new CUSIP/ISIN number will be provided in a future news release once available and after consultation with the Company's transfer agent regarding the timing of the Consolidation and Arrangement becoming effective.

The Company is undertaking the Consolidation as it believes doing so may make the Company's common shares more attractive to a broader range of investors, improve trading liquidity and enhance the Company's ability to raise capital on more favourable terms. The Company's name will not be changed in conjunction with the Consolidation.

Completion of the Arrangement and the Consolidation remains subject to customary conditions, including, among other things, (i) final approval of the TSXV; (ii) approval by Shareholders at the Meeting; and (iii) approval of the Arrangement by the Supreme Court of British Columbia. The Consolidation is a condition precedent to the completion of the Arrangement, and the Arrangement may not be completed in accordance with its terms if the Consolidation is not completed.

None of the securities to be 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. Any securities issued pursuant to the Arrangement 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 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.

ABOUT WORLD COPPER LTD.

World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company focused on the exploration and development of the Brassie Creek project, a porphyry-skarn copper and gold property located in Southern BC, covering an area of approximately 1,861 hectares and located approximately 50 km west of Kamloops.

Detailed information is available at World Copper's website at .

On Behalf of the Board of Directors of

WORLD COPPER LTD.

"Mark Lotz"

Mark Lotz
President and Chief Executive Officer

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