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Edge Copper Corporation — Proxy Solicitation & Information Statement 2025
Sep 16, 2025
46947_rns_2025-09-15_7a052133-901c-4672-8190-f6a3b284eba3.pdf
Proxy Solicitation & Information Statement
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PLATA LATINA MINERALS CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
PLATA LATINA MINERALS CORPORATION
NOTICE IS HEREBY GIVEN that a special meeting ("Plata Latina Meeting") of holders ("Plata Latina Shareholders") of common shares ("Plata Latina Shares") of Plata Latina Minerals Corporation ("Plata Latina") will be held at 700 – 401 West Georgia Street, Vancouver, British Columbia, Canada V6B 5A1, on October 16, 2025 at 9:30 a.m. (Vancouver time), for the following purposes:
(a) to consider and, if thought advisable, approve, with or without variation, an ordinary resolution (the "Plata Latina Financing Resolution"), the full text of which is attached as Appendix A to the accompanying joint management information circular (the "Circular") of Plata Latina and World Copper Ltd. ("World Copper"), approving a non-brokered private placement by Plata Latina of up to 200,000,000 units (each, a "Plata Latina Unit") and the issuance of a maximum of 85,000,000 Plata Latina Units to current insiders and their joint actors of Plata Latina, with each Plata Latina Unit consisting of one Plata Latina Share and one-half of one warrant to acquire one Plata Latina Share, at a subscription price of $0.10 per Plata Latina Unit (the "Concurrent Financing"), as more particularly described in the accompanying Circular;
(b) to consider and, if thought advisable, approve, with or without variation, an ordinary resolution (the "Plata Latina Option Issuance Resolution" and together with the Plata Latina Financing Resolution, the "Plata Latina Transaction Resolutions") the full text of which is attached as Appendix A to the accompanying Circular, approving the issuance of options to purchase Plata Latina Shares ("Plata Latina Replacement Options") to the holders of certain specified options to purchase common shares of World Copper (the "Specified World Copper Options") in exchange for such Specified World Copper Options, as more particularly described in the accompanying Circular;
(c) to consider and, if thought advisable, approve, with or without variation, a special resolution (the "Plata Latina Name Change Resolution"), the full text of which is attached as Appendix A to the accompanying Circular, approving a change in Plata Latina's corporate name to "Edge Copper Corporation", or such other name as the board of directors of Plata Latina may in its sole discretion determine (subject to regulatory approval) (the "Plata Latina Name Change");
(d) to consider and, if thought advisable, approve, with or without variation, a special resolution (the "Plata Latina Share Consolidation Resolution"), the full text of which is attached as Appendix A to the accompanying Circular, approving a consolidation of all of the issued and outstanding Plata Latina Shares on the basis of up to three pre-consolidation Plata Latina Shares for one post-consolidation Plata Latina Share (the "Consolidation"), with any fractional Plata Latina Share resulting from the Consolidation rounded down to the nearest whole number; and
(e) to transact such other business as may properly come before the Plata Latina Meeting or any adjournment or postponement thereof.
This Notice of Special Meeting is accompanied by the Circular, which provides additional information relating to the matters to be dealt with at the Plata Latina Meeting and forms part of this Notice of Special Meeting. Plata Latina proposes to effect the Concurrent Financing, the Plata Latina Name Change and the Consolidation in connection with the transactions contemplated by the arrangement agreement dated July 22, 2025 between Plata Latina and World Copper pursuant to which, among other things, Plata Latina has agreed to indirectly acquire the Zonia Property in Arizona from World Copper by way of a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Arrangement"), all as more particularly described in the accompanying Circular.
In order to become effective, (a) the Plata Latina Financing Resolution must be approved, with or without variation, by a simple majority of the votes cast by Plata Latina Shareholders in person or represented by proxy
at the Plata Latina Meeting or any adjournment or postponement thereof, excluding the votes cast by persons required to be excluded by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions; (b) the Plata Latina Option Issuance Resolution must be approved, with or without variation, by a simple majority of the votes cast by Plata Latina Shareholders in person or represented by proxy at the Plata Latina Meeting or any adjournment or postponement thereof, excluding the votes cast by persons required to be excluded by the rules and policies of the TSX Venture Exchange; (c) the Plata Latina Name Change Resolution must be approved, with or without variation, by two-thirds of the votes cast by Plata Latina Shareholders in person or represented by proxy at the Plata Latina Meeting or any adjournment or postponement thereof; and (d) the Plata Latina Share Consolidation Resolution must be approved, with or without variation, by two-thirds of the votes cast by Plata Latina Shareholders in person or represented by proxy at the Plata Latina Meeting or any adjournment or postponement thereof. The board of directors of Plata Latina (with conflicted directors abstaining, as applicable) unanimously recommends that Plata Latina Shareholders vote FOR each of the Plata Latina Transaction Resolutions, the Plata Latina Name Change Resolution and the Plata Latina Share Consolidation Resolution.
The Concurrent Financing is a condition to the completion of the Arrangement and the Plata Latina Option Issuance is an integral part of the Arrangement. Accordingly, if the Plata Latina Transaction Resolutions are not approved by Plata Latina Shareholders at the Plata Latina Meeting, the Arrangement cannot be completed in accordance with its terms.
The Plata Latina Meeting will be conducted in person. Registered Plata Latina Shareholders and duly appointed proxyholders can attend the Plata Latina Meeting at 700 – 401 West Georgia Street, Vancouver, British Columbia, Canada V6B 5A1. Non-registered (beneficial) Plata Latina Shareholders that hold their Plata Latina Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary that have not duly appointed themselves as proxyholder in accordance with the instructions set out in the accompanying Circular will not be able to attend in person and vote at the Plata Latina Meeting.
Your vote is important. As a Plata Latina Shareholder, it is very important that you read this Notice of Special Meeting and accompanying Circular carefully and then vote your Plata Latina Shares. The board of directors of Plata Latina has fixed 5:00 p.m. (Vancouver time) on August 26, 2025 as the record date for determining the Plata Latina Shareholders entitled to receive notice of and vote at the Plata Latina Meeting or any adjournment or postponement thereof. Proxies to be used or acted upon at the Plata Latina Meeting must be deposited with Plata Latina's transfer agent and registrar, Computershare Investor Services Inc., Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario, Canada M5H 4A6, by 9:30 a.m. (Vancouver time) on October 14, 2025 (or a day other than a Saturday, Sunday or statutory holiday which is at least 48 hours before any adjournment or postponement of the Plata Latina Meeting). The time limit for deposit of proxies may be waived or extended by the chair of the Plata Latina Meeting at his or her discretion, without notice. If you are a non-registered (beneficial) Plata Latina Shareholder, please follow the instructions from your broker, investment dealer, bank, trust company, custodian, nominee or other intermediary on how to vote your Plata Latina Shares. Non-registered (beneficial) Plata Latina Shareholders may have an earlier deadline by which their intermediary must receive voting instructions.
Plata Latina Shareholders that have any questions or need additional information should consult their financial, legal, tax or other professional advisor.
THE BOARD OF DIRECTORS OF PLATA LATINA MINERALS CORPORATION
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PLATA LATINA
TRANSACTION RESOLUTIONS, PLATA LATINA NAME CHANGE RESOLUTION AND
PLATA LATINA SHARE CONSOLIDATION RESOLUTION.
DATED at Vancouver, British Columbia, this 12th day of September, 2025.
By Order of the Board of Directors of
Plata Latina Minerals Corporation
by (Signed) Gilmour Clausen
Name: Gilmour Clausen
Title: Executive Chair