Vancouver, British Columbia--(Newsfile Corp. - October 2, 2026) - World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) (FSE: 7LY2) ("World Copper" or the "Company") announces that it has closed its previously announced non-brokered private placement (the "Offering") pursuant to which the Company issued 13,333,329 units (the "Units") at a price of $0.075 per Unit for aggregate gross proceeds of approximately $1,000,000.
Each Unit consists of one common share of the Company (a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Share at an exercise price of $0.10 per Share for a period of two years from the date of issuance. No finder's fees were paid in connection with the Offering. The net proceeds from the Offering will be used for exploration and general working capital purposes. All securities issued pursuant to the Offering will be subject to a statutory four-month and a day hold period in Canada, and the closing of the Offering is subject to final acceptance by the TSX Venture Exchange.
Certain directors and officers of the Company participated in the Offering and in the Debt Settlements (as defined below), which are considered to be related party transactions within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on sections 5.5(b) and 5.7(1)(b) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of MI 61-101, as the Company's common shares are listed on the TSX Venture Exchange and neither the fair market value of the Units or the Settlement Shares, respectively, nor the market value of the consideration received by the Company for same, insofar as it involves related parties, exceeds $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
Shares for Debt Settlement
World Copper also announces that, further to its news release dated July 5, 2026, it has closed its previously announced shares for debt settlement with two current directors of the Company (the "Creditors"). The Company and the Creditors entered into amended and restated shares for debt settlement agreements whereby the Company has issued an aggregate of 312,500 common shares in the capital of the Company (each, a "Settlement Share"), at a deemed price of $0.20 per Settlement Share, in consideration for the settlement of an aggregate of $62,500 owing to the Creditors (the "Debt Settlements"). The Company completed the Debt Settlements to assist it with preserving its cash for working capital. The Settlement Shares are subject to a four month and a day statutory hold period in Canada.
Early Warning Disclosure
In connection with the closing of the Offering and the Debt Settlements, the persons below make the following announcements in accordance with National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") and National instrument 62-104 Take-Over Bids and Issuer Bids.
KF Business Ventures LP
In connection with the closing of the Offering, KF Business Ventures, LP ("KF") acquired beneficial ownership of, and control over, 666,666 Units at a price of $0.075 per Unit for a purchase price of $49,999.95 (the "Acquisition"). Additionally, pursuant to the Debt Settlement, on October 2, 2026, the Company issued 112,500 Settlement Shares to Robert Kopple, who may be considered a "joint actor" of KF (as such term is defined in NI 62-103), in consideration for the settlement of $22,500 owing by the Company to Mr. Kopple (the "Kopple Debt Settlement", together with the Acquisition, the "Triggering Transactions").
In a previous early warning report filed on April 19, 2024 (the "Prior Report"), KF and Mr. Kopple, together with their joint actors (the "KFBV Group") disclosed that they beneficially owned, or exercised control or direction over, Shares representing approximately 16.40% of the issued and outstanding Shares.
Since the Prior Report, and prior to the closing of the Triggering Transactions, the percentage of Shares that the KFBV Group owns or exercises control or direction over has decreased by 2.86%, to approximately 13.54%, as a result of dilution to the holdings of the KFBV Group. This dilution was primarily pursuant to share issuances from treasury by the Company in relation to the Company's at-the market equity program (the "ATM Program"), as well as certain non-brokered private placements conducted by the Company (the "Financings"). Although the reduction from approximately 16.40% to approximately 13.54% represented a change of more than 2% in the KFBV Group's ownership percentage in the Company, that reduction arose without any action on the part of the KFBV Group and solely from an increase in the number of outstanding Shares resulting from treasury issuances by the Company in connection with the ATM Program and the Financings.
The Triggering Transactions are transactions that change the ownership percentage in the Shares for the KFBV Group. Accordingly, KF is required to file an early warning report under section 6.1 of NI 62-103 to reflect the changes in the securityholding ownership percentage of the KFBV Group since the Prior Report.
Immediately prior to the Triggering Transactions, the KFBV Group beneficially owned and had control and direction over 1,794,520 Shares representing approximately 13.55% of the then issued and outstanding Shares. As a result of the Triggering Transactions, the KFBV Group beneficially owns and has control and direction over 2,573,686 Shares, and 666,666 Warrants, representing approximately 9.57% (11.76% on a partially diluted basis) of the currently issued and outstanding Shares.
The Settlement Shares were acquired in consideration for the Kopple Debt Settlement and, along with the Units, are intended to be held for investment purposes. KF will review its holdings from time to time and may, in the future, increase or decrease his ownership or control over securities of the Company as circumstances dictate.
A copy of the early warning report can also be obtained from the Company's head office at #1570 - 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 or by contacting the Company contact named below. For more information please contact:
KF Business Ventures, LP
1520 Tower Grove Drive
Beverly Hills, CA 90210
Attn: Robert C. Kopple, President of
Kopple Financial Inc. its General Partner
Telephone: 1 (310) 860-9797
Shaun Pollard
In connection with the closing of the Offering, Mr. Pollard, indirectly through Gravitas Advisory Services Ltd., acquired beneficial ownership of, and control over, 2,666,666 Units at a price of $0.075 per Unit for a purchase price of $199,999.95. Immediately prior to the Offering, Mr. Pollard did not beneficially own or have control and direction over any Shares. As a result of the Offering, Mr. Pollard beneficially owns and has control and direction over 2,666,666 Shares and 2,666,666 Warrants, representing approximately 9.92% (18.04% on a partially diluted basis) of the currently issued and outstanding Shares.
Mr. Pollard acquired the Units for investment purposes. Mr. Pollard will review his holdings from time to time and may, in the future, increase or decrease his ownership or control over securities of the Company as circumstances dictate.
An early warning report will be filed under the Company's profile on the SEDAR+ website at www.sedarplus.ca. A copy of the early warning report can also be obtained from the Company's head office at #1570 - 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 or by contacting the Company contact named below. For more information please contact:
Shaun Pollard
331 Rabbit Lane
West Vancouver, BC V7S 1J1
Telephone: 604-765-9944
Gareth Thomas
In connection with the closing of the Offering, Mr. Thomas acquired beneficial ownership of, and control over, 2,666,666 Units at a price of $0.075 per Unit for a purchase price of $199,999.95. Immediately prior to the Offering, Mr. Thomas did not beneficially own or have control and direction over any Shares. As a result of the Offering, Mr. Thomas beneficially owns and has control and direction over 2,666,666 Shares and 2,666,666 Warrants, representing approximately 9.92% (18.04% on a partially diluted basis) of the currently issued and outstanding Shares.
Mr. Thomas acquired the Units for investment purposes. Mr. Thomas will review his holdings from time to time and may, in the future, increase or decrease his ownership or control over securities of the Company as circumstances dictate.
An early warning report will be filed under the Company's profile on the SEDAR website at www.sedar.com. A copy of the early warning report can also be obtained from the Company's head office at #1570 - 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 or by contacting the Company contact named below. For more information please contact:
Gareth Thomas
1056-409 Granville St.
Vancouver, BC V6C 1T2
Telephone: 604-681-5558
Jonathan Lotz
In connection with the closing of the Offering, Mr. Lotz, indirectly through Lotz Law Corporation and 1431853 B.C. Ltd., acquired beneficial ownership of, and control over, 2,666,666 Units at a price of $0.075 per Unit for a purchase price of $199,999.95. Immediately prior to the Offering, Mr. Lotz did not beneficially own or have control and direction over any Shares. As a result of the Offering, Mr. Lotz beneficially owns and has control and direction over 2,666,666 Shares and 2,666,666 Warrants, representing approximately 9.92% (18.04% on a partially diluted basis) of the currently issued and outstanding Shares.
Mr. Lotz acquired the Units for investment purposes. Mr. Lotz will review his holdings from time to time and may, in the future, increase or decrease his ownership or control over securities of the Company as circumstances dictate.
An early warning report will be filed under the Company's profile on the SEDAR website at www.sedar.com. A copy of the early warning report can also be obtained from the Company's head office at #1570 - 200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6 or by contacting the Company contact named below. For more information please contact:
Jonathan Lotz
880 - 320 Granville Street
Vancouver, BC V6C 1S9
Telephone: (604)-699-0110
ABOUT WORLD COPPER LTD.
World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company focused on the exploration and development of prospective resource projects.
Detailed information is available at World Copper's website at www.worldcopperltd.com, and for general Company updates you may follow us on our social media pages via Facebook, X, and LinkedIn.
For Further Information, Please Contact:
Shaun Pollard
President & Chief Executive Officer
Telephone: 604-765-9944
Email: spollard@worldcopperltd.com
Neither the 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.
Cautionary Note Regarding Forward-Looking Statements
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 use of proceeds from the Offering, and the Company's future plans, 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. Forward-looking statements are typically identified by words such as "believes," "expects," "anticipates," "intends," "estimates," "plans," "may," "should," "would," "will," "potential," "scheduled," or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might, or will occur or be taken or achieved. 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, requirements for additional capital, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, future prices of precious and base metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labour disputes, and other risks of the mining industry, delays in obtaining governmental approvals (including TSX Venture Exchange acceptance), permits, or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics, including the impact on the Company's business, financial condition, and results of operations, changes in laws, regulations, and policies affecting mining operations, title disputes, the timing and possible outcome of any pending litigation, environmental issues and liabilities, as well as the risk factors described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317263
