Vancouver, British Columbia--(Newsfile Corp. - May 19, 2026) - World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY) ("World Copper" or the "Company") is pleased to announce that, further to the Company's news release dated March 10, 2026, the Company has entered into a definitive arrangement agreement dated May 14, 2026 (the "Arrangement Agreement") with 1581602 B.C. Ltd. ("Spinco"), a wholly-owned non-arm's length subsidiary of the Company, pursuant to which all of the Company's interests in its Chilean subsidiaries, along with certain assets and liabilities of the Company, will be transferred or assigned to Spinco in consideration for common shares in the capital of Spinco (the "Spinco Shares") to be distributed to existing Company shareholders (the "Spin-Out").

Upon completion of the Spin-Out, Spinco will be owned 100% by shareholders of World Copper. The Company is undertaking the Spin-Out to simplify its corporate structure and balance sheet, and following completion of the Spin-Out the Company (i) will hold the Brassie Creek property option and have a North American focus, and (ii) will have (A) assigned its interests in each of its subsidiaries to Spinco, (B) transferred all its liabilities to Spinco, and (C) transferred the Edge Copper Corporation ("Edge Copper") shares held by it to Spinco, along with an amount of cash to be determined.

The Spin-Out will create the opportunity for World Copper shareholders to continue to participate in World Copper as a North American focused issuer engaged in the acquisition and exploration of precious and base metals properties, while at the same time continuing their exposure to World Copper's legacy interest in the Zonia copper project through the Edge Copper shares that will be spun-out to Spinco. By creating two potential opportunities for shareholders of World Copper to realize upside, management of the Company believes that the Spin-Out will provide World Copper shareholders with optionality once the transaction is complete.

Arrangement Details

The Spin-Out will be completed by way of a court-approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). World Copper shareholders will vote on the Arrangement at a meeting of shareholders (the "Meeting") and World Copper has obtained an interim order of the Supreme Court of British Columbia which provides for the holding of an annual general and special meeting of shareholders on June 18, 2026 to consider and vote on a special resolution approving the Arrangement. To be effective, the Arrangement will require approval by at least 66⅔% of the votes cast by World Copper shareholders present in person or represented by proxy at the Meeting, which shareholders are entitled to one vote for each World Copper share held. The Arrangement will also be subject to other customary approvals, including approval by the Supreme Court of British Columbia for the Arrangement.

The Arrangement involves, among other things, the Company completing a consolidation of its issued and outstanding shares (the "Consolidation") on the basis of one (1) post-Consolidation share for every twenty (20) pre-Consolidation shares, as well as the expected distribution of Spinco Shares to the Company's shareholders, other than dissenting shareholders, on a pre-Consolidation 1:1 basis (aggregate of 262,931,067 Spinco Shares based on 262,931,067 World Copper common shares currently outstanding), as at the business day immediately preceding the effective date of the Arrangement, or such other date as determined by the Company's board of directors (the "Board"). Following the completion of the Spin-Out, it is expected there will be approximately 13,146,553 World Copper common shares outstanding and the common shares of World Copper will continue to trade on the TSX Venture Exchange (the "TSXV"). Spinco will not initially be listed on any stock exchange after completion of the Spin-Out and will be an unlisted reporting issuer in each of the provinces and territories of Canada.

Further details regarding the Arrangement will be included in the management information circular ("Circular") of the Company that is expected to be mailed to shareholders in the coming days for the Meeting, at which the shareholders of the Company will vote on the Arrangement. The Circular and meeting materials will also be available under World Copper's profile on SEDAR+ at www.sedarplus.ca once they have been sent to shareholders.

The Company established a special committee (the "Special Committee") of the Board, composed solely of independent directors, to review the Arrangement. Following its review, and the receipt of financial advice, the Special Committee unanimously recommended that the Board approve the Arrangement and recommend that the Company's shareholders vote in favour of the Arrangement. Evans & Evans, Inc. ("Evans & Evans") has provided a verbal opinion to the Special Committee with respect to the Arrangement to the effect that, subject to the assumptions, limitations and qualifications stated in the written opinion of Evans & Evans, the Arrangement is fair, from a financial point of view, to the Company's shareholders. Evans & Evans will receive a fixed fee for its services that is not dependent on the completion of the Arrangement. Following the receipt of the recommendation from the Special Committee and the verbal opinion from Evans & Evans, the Board has determined that the Arrangement is in the best interests of the Company. A description of the various factors considered by the Board in arriving at this determination will be provided in the Circular.

The Arrangement remains subject to customary conditions, including, among other things, the approval of (i) the TSXV, including prior TSXV acceptance of the Brassie Creek property option; (ii) two-thirds of the votes cast by shareholders of the Company at the Meeting; and (iii) approval of the Supreme Court of British Columbia. If the Company fails to receive TSXV final acceptance for the Brassie Creek property option or the option is otherwise terminated, the Company may fail to meet TSXV continued listing requirements and the Arrangement will not be permitted to proceed. There can be no assurance that such approvals will be obtained or that the Arrangement will be completed on the terms contemplated, or at all.

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 https://worldcopperltd.com.

On Behalf of the Board of Directors of

WORLD COPPER LTD.

"Mark Lotz"

Mark Lotz
President & CEO

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the completion and timing of the Spin-Out, the expectations and beliefs of the Company and Spinco that the Arrangement will be completed in accordance with the Arrangement Agreement, the expected meeting date for the Meeting and timing of mailing of the Circular, the capitalization structure of Spinco, the approval of the Arrangement by the shareholders of the Company at the Meeting, the approval of the Arrangement by the Supreme Court of British Columbia, the prior acceptance of the Brassie Creek property option by the TSXV, anticipated exploration program results from exploration activities, the discovery and delineation of mineral deposits/resources/reserves, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward-looking information can be identified by words such as "pro forma", "plans", "expects", "may", "will", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, 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 it will obtain TSXV acceptance and the required corporate approvals for the Arrangement and the Brassie Creek property option, that market fundamentals will result in sustained precious and base metals demand and prices, the availability of financing on suitable terms for the development, construction and continued operation of the Company's projects, and the Company's ability to comply with environmental, health and safety laws.

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 or implied by the forward-looking information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development and mine development activities at the Company's projects, estimation or realization of mineral reserves and mineral resources, requirements for additional capital, future prices of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays or the inability of the Company to obtain any necessary permits, consents or authorizations required, including of the TSXV for either the Arrangement or the Brassie Creek property option, financing or other planned activities, changes in laws, regulations and policies affecting mining operations, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks relating to epidemics or pandemics and their impact on the Company's business, risks related to joint venture operations, and risks related to the integration of acquisitions, as well as those factors discussed under the heading "Risk Factors" in the Company's latest Management Discussion and Analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward looking statements. Except as otherwise required by law, the Company undertakes no obligation to update any of the forward-looking information in this news release or incorporated by reference herein.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297919

Source: World Copper Ltd.