Mr. Gordon Neal reports
WORLD COPPER ENTERS INTO LETTER AGREEMENT TO SELL ZONIA PROJECT
World Copper Ltd. has entered into a binding letter agreement made as of Feb. 12, 2025, to sell its interest in the Zonia copper project located in the Walnut Grove mining district in Yavapai county, Arizona, to an arm's-length third party in consideration for $26-million cash, payable in tranches.
The letter agreement provides for a 90-day due diligence period and sets forth the proposed commercial terms for the proposed transaction. It is currently expected that the proposed transaction will be effected by way of a share purchase and sale transaction, pursuant to which the purchaser would acquire all of the issued and outstanding shares of the company's Arizona subsidiary, Cardero Copper (USA) Ltd. (Subco). Following completion of due diligence to the satisfaction of the purchaser, the parties will have 15 days to enter into a definitive agreement. The payment of the purchase price shall be payable as to $8-million to World Copper at closing of the proposed transaction, an additional instalment of $8-million on or before the 15-month anniversary of closing, and a final instalment of $10-million on or before the 30-month anniversary of closing, subject to the purchaser's right to accelerate the additional instalments. Until the payment in full of the purchase price, it is proposed that the shares of Subco will be held in escrow, and the purchaser will grant World Copper a security interest over such shares and the project. If the purchaser fails to make any instalment payment for the purchase price, the shares of Subco will be returned to World Copper and the purchaser would retain no interest in the Subco shares or the project.
The purchaser is a European-based metal and mining investment manager with two decades of leadership in investing in and developing mining projects worldwide. Completion of the proposed transaction is subject to, among other things, satisfactory completion of due diligence by the purchaser, the purchaser obtaining financing to complete the proposed transaction, the parties entering into a definitive agreement (which will contain customary terms and conditions for a transaction of this nature), and receipt of all necessary shareholder, board and regulatory (including TSX Venture Exchange) consents and approvals. A $75,000 (U.S.) break fee is payable by World Copper if it terminates the letter agreement. Finders' fees in the amount of up to 4 per cent will be payable in connection with the proposed transaction, subject to TSX-V approval. World Copper plans to issue a comprehensive news release detailing the proposed transaction once further updates become available.
About World Copper Ltd.
World Copper, headquartered in Vancouver, B.C., is a Canadian resource company focused on the exploration and development of its copper porphyry projects: Zonia in Arizona and Escalones in Chile. Both projects have estimated resources with significant soluble copper mineralization, and they boast exciting potential to expand the resource base. The company is dedicated to sustainable practices and leveraging technology to develop safe and productive mining operations in stable, mining-friendly jurisdictions.
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