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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 "CashConsideration") 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 "ShareConsideration"). 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
- 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
For further information regarding Edge Copper, please contact: Telephone: +1 800 933 9925, Email: investor@edgecopper.com
