Mr. Mark Lotz reports

WORLD COPPER ANNOUNCES EXECUTION OF ARRANGEMENT AGREEMENT FOR SPIN-OUT TRANSACTION

World Copper Ltd., further to the company's news release dated March 10, 2026, has entered into a definitive arrangement agreement dated May 14, 2026, 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 to be distributed to existing company shareholders.

Upon completion of the spinout, Spinco will be owned 100 per cent by shareholders of World Copper. The company is undertaking the spinout to simplify its corporate structure and balance sheet, and following completion of the spinout, 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 Corp. shares held by it to Spinco, along with an amount of cash to be determined.

The spinout will create the opportunity for World Copper shareholders to continue to participate in World Copper as a North America-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 spinout will provide World Copper shareholders with optionality once the transaction is complete.

Arrangement details

The spinout will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). World Copper shareholders will vote on the arrangement at a meeting of shareholders 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 66-2/3rds per cent 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 on the basis of one postconsolidation share for every two preconsolidation shares, as well as the expected distribution of Spinco shares to the company's shareholders, other than dissenting shareholders, on a preconsolidation 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. Following the completion of the spinout, 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. Spinco will not initially be listed on any stock exchange after completion of the spinout 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 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+ once they have been sent to shareholders.

The company established a 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. 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 TSX-V, including prior TSX-V 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 TSX-V final acceptance for the Brassie Creek property option or the option is otherwise terminated, the company may fail to meet TSX-V 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.

About World Copper Ltd.

World Copper, headquartered in Vancouver, B.C., 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 British Columbia, covering an area of approximately 1,861 hectares and located approximately 50 kilometres west of Kamloops.

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