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World Copper Ltd. — Audit Report / Information 2025
Apr 28, 2026
45949_rns_2026-04-27_7a4a6f28-4ee1-4078-92d1-fde599f9671f.pdf
Audit Report / Information
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WORLD COPPER LTD.
(An Exploration Stage Company)
Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
Expressed in Canadian Dollars
Corporate Head Office
1570 – 200 Burrard Street
Vancouver, BC
V6C 3L6
WORLD COPPER LTD.
(An Exploration Stage Company)
Consolidated Financial Statements
(Expressed in Canadian Dollars)
December 31, 2025 and 2024
| INDEX | Page |
|---|---|
| Independent Auditor’s Report | 3 - 5 |
| Consolidated Financial Statements | 6 - 9 |
| Consolidated Statements of Financial Position | 6 |
| Consolidated Statements of Loss and Comprehensive Loss | 7 |
| Consolidated Statements of Changes in Shareholders’ Equity | 8 |
| Consolidated Statements of Cash Flows | 9 |
| Notes to Consolidated Financial Statements | 10 - 34 |
Page 2 | 34
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INDEPENDENT AUDITOR'S REPORT
TO THE SHAREHOLDERS OF WORLD COPPPER LTD.
Opinion
We have audited the consolidated financial statements of World Copper Ltd. and its subsidiaries (the "Company"), which comprise:
- the consolidated statements of financial position as at December 31, 2025 and 2024;
- the consolidated statements of loss and comprehensive loss for the years then ended;
- the consolidated statements of changes in shareholders' equity for the years then ended;
- the consolidated statements of cash flows for the years then ended; and
- the notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards").
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss of $15,109,118 during the year ended December 31, 2025 and as of that date, has an accumulated deficit of $42,848,800. As stated in Note 1, these events, along with other matters stated in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audits of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor's report.
SMYTHE LLP | smythecpa.com
VANCOUVER
1700-475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675
LANGLEY
600-19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376
3 smythe
Other Information
Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
SMYTHE LLP | smythecpa.com
VANCOUVER
1700-475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675
LANGLEY
600-19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376
3
smythe
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's report is Karen Ka Yee Cheng.
Smythe LLP
Chartered Professional Accountants
Vancouver, British Columbia
April 24, 2026
VANCOUVER
1700-475 Howe St
Vancouver, BC V6C 2B3
T: 604 687 1231
F: 604 688 4675
LANGLEY
600-19933 88 Ave
Langley, BC V2Y 4K5
T: 604 282 3600
F: 604 357 1376
SMYTHE LLP | smythecpa.com
WORLD COPPER LTD.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
As at December 31, 2025 and 2024
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current | ||
| Cash | $ 2,727,737 | $ 193,977 |
| Receivables | 164,950 | 70,531 |
| Marketable securities (Note 4) | 1,850,000 | - |
| Prepaids | 22,578 | 126,979 |
| Assets held for sale (Note 5) | - | 20,632,703 |
| 4,765,265 | 21,024,190 | |
| Non-Current | ||
| Deposits | - | 7,587 |
| Exploration and evaluation assets (Note 5) | - | 1 |
| Total Assets | $ 4,765,265 | $ 21,031,778 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current | ||
| Accounts payable and accrued liabilities (Note 10) | $ 1,380,868 | $ 2,731,051 |
| Related party loans (Notes 6 and 10) | - | 123,183 |
| Provision for VAT repayable (Note 5) | 2,204,887 | - |
| 3,585,755 | 2,854,234 | |
| Non-Current | ||
| Related party loans (Notes 6 and 10) | - | 1,887,806 |
| Loan payable (Note 7) | - | 62,852 |
| Total Liabilities | 3,585,755 | 4,804,892 |
| Shareholders' Equity | ||
| Capital stock (Note 8) | 43,947,269 | 61,165,409 |
| Subscriptions received (Note 8) | - | 117,000 |
| Share-based payment reserves (Notes 9 and 10) | 81,041 | 2,667,107 |
| Deficit | (42,848,800) | (47,722,630) |
| Total Shareholders' Equity | 1,179,510 | 16,226,886 |
| Total Liabilities and Shareholders' Equity | $ 4,765,265 | $ 21,031,778 |
On behalf of the Board:
(Signed) “Robert Kopple”
Robert Kopple
(Signed) “Keith Henderson”
Keith Henderson, Director
The accompanying notes are an integral part of these consolidated financial statements.
Page 6 | 34
WORLD COPPER LTD.
Consolidated Statements of Loss and Comprehensive Loss
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| EXPENSES | ||
| Accretion (Notes 6 and 10) | $ 287,233 | $ 109,389 |
| Consulting fees (Note 10) | 1,255,583 | 1,549,526 |
| Depreciation | - | 6,300 |
| Exploration and evaluation (Note 5) | 428,077 | 948,412 |
| Foreign exchange loss | 6,793 | 175,915 |
| Insurance | 48,712 | 52,310 |
| Interest (Notes 6, 7 and 10) | 163,979 | 217,510 |
| Office and miscellaneous | 59,095 | 125,795 |
| Professional fees (Note 10) | 788,829 | 505,764 |
| Rent (Note 10) | 79,026 | 100,266 |
| Share-based payments (Notes 9 and 10) | 397,249 | 1,035,688 |
| Shareholder communications | 358,427 | 483,748 |
| Transfer agent and regulatory fees | 53,512 | 39,994 |
| Travel | 76,146 | 161,565 |
| Wages and benefits | 9,189 | 12,874 |
| Loss before the following | (4,011,850) | (5,525,056) |
| Loss on sale of subsidiaries (Notes 4 and 5) | (7,892,380) | - |
| Change in fair value of investment (Note 4) | (1,000,000) | - |
| Gain on write off of debt | - | 197,435 |
| Loss on write off of receivables | - | (8,448) |
| Gain on extinguishment (Note 6) | - | 91,962 |
| Write-down of exploration and evaluation asset (Note 5) | (1) | (22,038,456) |
| Provision for VAT repayable (Note 5) | (2,204,887) | - |
| Net Loss and Comprehensive Loss for the Year | $(15,109,118) | $(27,282,563) |
| Basic and diluted loss per common share | $ (0.06) | $ (0.15) |
| Weighted average number of common shares outstanding | 249,937,037 | 180,295,856 |
The accompanying notes are an integral part of these consolidated financial statements.
WORLD COPPER LTD.
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in Canadian Dollars)
For the years ended December 31, 2025 and 2024
| Number of Shares | Capital Stock | Subscriptions Received | Share-based Payment Reserve | Deficit | Total Shareholders' Equity | |
|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | 125,006,998 | $ 55,189,437 | $ - | $ 2,454,238 | $ (21,571,628) | $ 36,072,047 |
| Unit offering – private placement (Note 8) | 69,547,069 | 4,868,295 | - | - | - | 4,868,295 |
| Shares issued – ATM (Note 8) | 29,480,500 | 2,031,084 | - | - | - | 2,031,084 |
| Share issue costs – ATM (Note 8) | - | (720,760) | - | - | - | (720,760) |
| Share issue costs – paid in cash (Note 8) | - | (164,235) | - | - | - | (164,235) |
| Finder fee warrants – on private placements (Note 8) | - | (38,412) | - | 38,412 | - | - |
| Warrants issued on loan extensions (Note 6) | - | - | - | 270,330 | - | 270,330 |
| Subscriptions received (Note 8) | - | - | 117,000 | - | - | 117,000 |
| Share-based payments (Notes 9 and 10) | - | - | - | 1,035,688 | - | 1,035,688 |
| Transfer of cancelled options | - | - | - | (156,858) | 156,858 | - |
| Transfer of expired warrants | - | - | - | (974,703) | 974,703 | - |
| Loss for the year | - | - | - | - | (27,282,563) | (27,282,563) |
| Balance, December 31, 2024 | 224,034,567 | 61,165,409 | 117,000 | 2,667,107 | (47,722,630) | 16,226,886 |
| Unit offering – private placement (Note 8) | 2,837,500 | 156,062 | (117,000) | 70,938 | - | 110,000 |
| Shares issued – ATM (Note 8) | 36,059,000 | 1,470,865 | - | - | - | 1,470,865 |
| Share issue costs – ATM (Notes 8 and 10) | - | (74,766) | - | - | - | (74,766) |
| Share issue costs – paid in cash (Note 8) | - | (18,757) | - | - | - | (18,757) |
| Finder fee warrants – on private placements (Note 8) | - | (43,931) | - | 43,931 | - | - |
| New Shares exchanged and cancelled on distribution of Edge | 262,931,067 | - | - | - | - | - |
| Copper Shares (Note 8) | (262,931,067) | - | - | - | - | - |
| Return of capital (Note 5) | - | (18,707,613) | - | - | - | (18,707,613) |
| Share-based payments (Notes 9 and 10) | - | - | - | 397,249 | - | 397,249 |
| Transfer of expired and cancelled options | - | - | - | (2,672,329) | 2,672,329 | - |
| Transfer of expired warrants | - | - | - | (425,855) | 425,855 | - |
| Deconsolidation of subsidiaries | - | - | - | - | 16,884,764 | 16,884,764 |
| Loss for the year | - | - | - | - | (15,109,118) | (15,109,118) |
| Balance, December 31, 2025 | 262,931,067 | $ 43,947,269 | $ - | $ 81,041 | $ (42,848,800) | $ 1,179,510 |
The accompanying notes are an integral part of these consolidated financial statements.
Page 8 | 34
WORLD COPPER LTD.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Loss for the year | $ (15,109,118) | $ (27,282,563) |
| Item not affecting cash: | ||
| Accretion on loans | 287,233 | 109,389 |
| Depreciation | - | 6,300 |
| Accrued interest on loans | 162,536 | 215,133 |
| Foreign exchange on loans | (35,323) | 182,865 |
| Gain on extinguishment | - | (91,962) |
| Gain on settlement of debt | - | (197,435) |
| Change in fair value of investment | 1,000,000 | - |
| Loss on write off of receivables | - | 8,448 |
| Loss on sale of subsidiaries | 7,892,380 | - |
| Share-based payments | 397,249 | 1,035,688 |
| Write-down of exploration and evaluation asset | 1 | 22,038,456 |
| Provision for VAT repayable | 2,204,887 | - |
| Changes in non-cash working capital items: | ||
| Receivables | (94,419) | 13,633 |
| Prepaids | 104,401 | 12,251 |
| Accounts payable and accrued liabilities | (607,446) | 45,373 |
| Net cash used in operating activities | (3,797,619) | (3,904,424) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds on Sale of Subsidiary – Cash | 8,037,187 | - |
| Deposits | 7,587 | - |
| Net cash provided by investing activities | 8,044,774 | - |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Related party loans repayments | (3,135,385) | (2,573,946) |
| Loan repayment | (65,352) | - |
| Share subscriptions | - | 117,000 |
| Proceeds from issuance of shares | 1,580,865 | 6,899,379 |
| Share issue (costs) recovery | (93,523) | (164,235) |
| Financing costs - ATM | - | (194,126) |
| Net cash provided by (used in) financing activities | (1,713,395) | 4,084,072 |
| Change in cash for the year | 2,533,760 | 179,648 |
| Cash, beginning of year | 193,977 | 14,329 |
| Cash, end of year | $ 2,727,737 | $ 193,977 |
| Cash paid for interest | $ 331,690 | $ 1,554,110 |
| Cash paid for tax | $ - | $ - |
Significant non-cash financing and investing transactions during the year ended December 31, 2025 included:
- Issued 96,250 warrants valued at $43,931 as finder’s fees for private placements (Note 8).
- $117,000 in subscriptions received in December 2024 was applied to share capital (Note 8).
- As at December 31, 2025, $Nil in financing costs related to ATM is included within accounts payable and accrued liabilities.
Significant non-cash financing and investing transactions during the year ended December 31, 2024 included:
- Issued 765,900 warrants valued at $38,412 as finder’s fees for private placements (Note 8).
- Issued 7,251,925 warrants valued at $270,330 under a loan extension (Note 6 and 10).
- As at December 31, 2024, $526,634 in financing costs related to ATM is included within accounts payable and accrued liabilities.
- Exploration and evaluation assets of $20,632,703 were reclassified as assets held for sale.
The accompanying notes are an integral part of these consolidated financial statements.
Page 9 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
World Copper Ltd. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on June 16, 2006, and began trading under the symbol “WCU.V” on the TSX Venture Exchange (“TSXV”) on January 26, 2021.
The Company is an exploration stage junior mining company currently engaged in the identification, acquisition, and exploration of mineral resources in Chile and the United States. The Company’s head office and records office are located at #1570 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6, Canada.
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. Several adverse conditions may cast significant doubt on the validity of this assumption. The Company incurred a net loss of $15,109,118 during the year ended December 31, 2025 (2024 - $27,282,563) and as at of December 31, 2025, has an accumulated deficit of $42,848,800 (2024 - $47,722,630). The Company is currently unable to self-finance operations, has limited resources, has no source of operating cash flow, and has no assurances that sufficient funding will be available to conduct further exploration and development of its exploration and evaluation assets and to maintain operations.
The Company has relied principally upon the issuance of securities and loans for financing. Future capital requirements will depend on many factors, including the Company’s ability to execute its business plan. The Company intends to continue relying upon the issuance of securities to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. On October 30, 2025, the Company closed on the Plata Latina Minerals Corporation transaction for consideration including cash of $10,500,000 and received 37,820,374 common shares of Edge Copper Corp. (“Edge Copper”) at a fair value of $21,557,613; see Notes 4 and 5.
These consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may result from the inability to secure future financing and therefore be unable to continue as a going concern. Such a situation would have a material adverse effect on the Company’s business, financial performance, and financial condition. Such adjustments could be material.
2. BASIS OF PRESENTATION
a) Basis of presentation
These consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).
They have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss or fair value through other comprehensive loss, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
The Board of Directors approved these consolidated financial statements for issue on April 24, 2026.
b) Functional and presentation currency
These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.
P a g e 10 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION (Continued)
c) Principles of consolidation
These consolidated financial statements include the financial statements of the Company and the entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All significant intercompany transactions and balances have been eliminated.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries listed in the following table:
| Country of Incorporation | Principal Activity | |
|---|---|---|
| SASC Metallurgy Corp. (“SASC”) | Canada | Mineral exploration |
| Escalones Copper Corp. (“Escalones”) | Canada | Mineral exploration |
| TriMetals Mining Chile SCM (“TriMetals”) | Chile | Mineral exploration |
| Wealth Copper Chile S.p.A | Chile | Mineral exploration |
| Sold October 30, 2025 (Note 5): | ||
| Zonia Holdings Corp. (“Zonia”) | Canada | Mineral exploration |
| Cardero Copper (USA) Inc. | USA | Mineral exploration |
d) Critical estimates, judgments and assumptions
The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.
The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:
Critical accounting estimates
Critical accounting estimates are estimates made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following:
Share-based payments
Share-based payments related to issuance of options and warrants is valued using the Black-Scholes option pricing model at the date of grant. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Share-based payment expense also utilizes subjective assumption on forfeiture rate. Changes in these input assumptions can significantly affect the fair value estimate.
Page 11 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION (Continued)
d) Critical estimates, judgments and assumptions (Continued)
Critical accounting estimates (Continued)
Interest rates
The Company estimates a market interest rate in determining the fair value of the loans payable. The determination of market interest rate is subjective and could significantly affect the fair value estimate.
Significant judgments
The preparation of these consolidated financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. The following discusses the most significant accounting judgments the Company has made in the preparation of the consolidated financial statements.
Going concern
The assumption that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budget, expected profitability, investing and financing activities, and management's strategic planning. Should those judgments prove to be inaccurate, management's continued use of the going concern assumption could be inappropriate.
Assets held for sale
Judgment is required in determining whether an asset meets the criteria for classification as "assets held for sale" in the consolidated statement of financial position. Criteria considered by management include the existence of and commitment to a plan to dispose of the assets, the expected selling price of the assets, the expected timeframe of the completion of the anticipated sale and the period of time any amounts have been classified within assets held for sale. The Company reviews the criteria for assets held for sale each period and reclassifies such assets to or from this financial position category as appropriate. In addition, there is a requirement to periodically evaluate, and record assets held for sale at the lower of their carrying value and fair value less costs to sell.
Exploration and evaluation assets impairment
At the end of each reporting period, the Company assesses each of its exploration and evaluation assets or cash-generating units ("CGUs") to determine whether any indication of impairment exists. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks, and materiality to define its CGUs.
Judgment is required in determining whether indicators of impairment exist, including factors such as: the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted or planned, and results of exploration and evaluation activities on the exploration and evaluation assets. During the year ended December 31, 2024, the Company determined there were indicators of impairment with respect to the Escalones Property. The Company estimated the recoverable amount, being the higher of value-in-use and fair value less cost of disposal, in order to determine the extent of the impairment (Note 5).
P a g e 12 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION (Continued)
d) Critical estimates, judgments and assumptions (Continued)
Significant judgments (Continued)
Modification versus extinguishment of financial liability
Judgment is required in applying IFRS 9 – Financial Instruments to determine whether the amended terms of the loan agreements are a modification of an existing financial liability and whether amendments that are substantial should be accounted for as an extinguishment of the original financial liability.
Provisions and contingent liabilities
The Company is currently assessing the impact of a potential litigation by a certain director (Note 14). If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, a liability is accrued for the estimated loss. The Company assesses the potential liability by analyzing litigation and regulatory matters using available information. The Company develops its views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination as to an unfavorable outcome and result in the need to recognize a material accrual or should any of these matters result in a final adverse judgment or be settled for significant amounts, they could have a material adverse effect on our results of operations, cash flows and financial position in the period or periods in which such change in determination, judgment or settlement occurs. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable.
3. MATERIAL ACCOUNTING POLICIES
a) Exploration and evaluation assets
All of the Company’s projects were in the exploration and evaluation phase. Pre-exploration costs are expensed in the period in which they are incurred. Acquisition costs include cash consideration and the fair value of common shares issued and are capitalized as exploration and evaluation assets. Exploration and evaluation expenditures are expensed as incurred. These direct expenditures include such costs as materials used, geological and geophysical evaluation, surveying costs, drilling costs, payments made to contractors, and depreciation on equipment during the exploration phase. As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are recorded in profit and loss.
P a g e 13 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3. MATERIAL ACCOUNTING POLICIES (Continued)
b) Impairment of non-current assets
Non-current assets are evaluated at each reporting date by management for indicators that carrying value is impaired and may not be recoverable. When indicators of impairment are present, the recoverable amount of an asset is evaluated at the level of a cash-generating unit (“CGU”), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets, where the recoverable amount of a CGU is the greater of the CGU’s fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent the carrying amount exceeds the recoverable amount.
In calculating recoverable amount, if applicable, the Company uses discounted cash flow techniques to determine fair value when it is not possible to determine fair value either by quotes from an active market or a binding sales agreement.
Discounted cash flow techniques often require management to make estimates and assumptions, which if incorrect, could result in a material difference in the consolidated financial statements.
An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment had been recognized.
c) Assets held for sale
Non-current assets are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is met when the sale is highly probable, the asset is available for sale in its present condition. For the sale to be highly probable, there must be an active program to locate a buyer and a plan to complete the sale must be initiated. The asset must be actively marketed for a price reasonable in relation to its fair value, and the sale should be expected to be completed within one year from the date of classification. Certain events or circumstances beyond the Company’s control may extend the period to complete the sale beyond one year.
The assets that meet these criteria are measured at the lower of carrying amount and fair value less cost of disposal, with impairments recognized in the consolidated statement of loss and comprehensive loss. An impairment loss is recognized for any initial or subsequent write-down of the asset to fair value less cost to dispose. Non-current assets and liabilities held for sale are presented separately in current assets and liabilities within the consolidated statement of financial position. Assets held for sale are not depreciated, depleted, or amortized. The comparative period consolidated statement of financial position is not restated.
d) Foreign currency translation
The functional currency of the Company and its subsidiaries is measured using the currency of the primary economic environment in which that entity operates.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss.
Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income (loss) to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income (loss).
P a g e 14 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3. MATERIAL ACCOUNTING POLICIES (Continued)
e) Share-based compensation
The Company grants stock options to acquire common shares of the Company to directors, officers, employees, and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes or provides services similar to those performed by an employee.
The fair value of stock options granted to employees is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to capital stock.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the equity instruments issued. Otherwise, share-based payments are measured at the fair value of goods or services received.
f) Earnings or loss per share
Basic earnings or loss per share is calculated on the weighted average number of common shares outstanding during the reporting period. In the Company’s case when it incurs a net loss for the period, diluted loss per share presented is the same as basic loss per share, as the effect of outstanding options and warrants in the diluted loss per common share calculation would be anti-dilutive.
g) Capital stock
The proceeds from the issuance of common shares and exercise of stock options and warrants are recorded as capital stock. The Company’s shares are classified as equity instruments. Share issue costs on the issue of the Company’s shares are charged directly to share capital.
h) Valuation of warrants
The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as part of units. The residual value method first allocates value to common shares issued in the private placements at their fair value, as determined by the last trading price on the closing date. The balance, if any, is allocated to the warrants. Any fair value attributed to the warrants is recorded in shareholders’ equity. Warrants issued as consideration outside the scope of IFRS 2 Share-based payment are valued using the Black-Scholes pricing model.
P a g e 15 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3. MATERIAL ACCOUNTING POLICIES (Continued)
i) Financial instruments
Financial Assets
The Company recognizes a financial asset when it becomes a party to the contractual provisions of the instrument. The Company classifies financial assets at initial recognition as financial assets: measured at amortized cost, measured at fair value through other comprehensive income, or measured at fair value through profit or loss.
The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Assessment and decision on the business model approach used is an accounting judgment.
Financial assets measured at amortized cost
A financial asset that meets both of the following conditions is classified as a financial asset measured at amortized cost.
- The Company’s business model for such financial assets is to hold the assets in order to collect contractual cash flows.
- The contractual term of the financial asset gives rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding.
A financial asset measured at amortized cost is initially recognized at fair value plus transaction costs directly attributable to the asset. After initial recognition, the carrying amount of the financial asset measured at amortized cost is determined using the effective interest method, net of impairment loss, if necessary.
Financial assets measured at fair value through profit or loss (“FVTPL”)
A financial asset measured at FVTPL is recognized initially at fair value with any associated transaction costs being recognized in profit or loss when incurred. Subsequently, the financial asset is re-measured at fair value, and a gain or loss is recognized in profit or loss in the reporting period in which it arises.
Impairment
In relation to the impairment of financial assets, IFRS 9 Financial Instruments requires an expected credit loss model. The expected credit loss model requires the Company to account for expected credit losses (“ECL”) and changes in those ECL at each reporting date to reflect changes in credit risk since initial recognition of the financial assets.
Financial Liabilities
Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled, or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.
As at December 31, 2025 and 2024, the Company’s financial instruments are comprised of cash, marketable securities, receivables excluding GST, deposits, accounts payable and accrued liabilities. Cash and marketable securities are classified as fair value through profit or loss. Receivables excluding GST, deposits, accounts payable and accrued liabilities are classified as amortized cost.
P a g e 16 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3. MATERIAL ACCOUNTING POLICIES (Continued)
j) New accounting pronouncements
The Company is performing an assessment of upcoming accounting standards that are not yet effective to assess the impact of adopting these accounting standards on its consolidated financial statements.
Presentation and Disclosure in Financial Statements (IFRS 18)
IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions.
Three defined categories for income and expenses—operating, investing and financing—to improve the structure of the income statement, and require all companies to provide new defined subtotals, including operating profit.
Requirement for companies to disclose explanations of management-defined performance measures (“MPMs”) that are related to the income statement.
Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.
This new standard is effective for the Company’s reporting period beginning January 1, 2027. The Company will be evaluating the impact on the future financial statements.
4. MARKETABLE SECURITIES
Marketable securities are measured at fair value under Level 1 of the fair value hierarchy comprise of the following:
Investment in Edge Copper Corp., a publicly traded company (Note 5)
- 5,000,000 (2024 - Nil) common shares;
- The shares were received as part of the proceeds on the disposition of Zonia Holdings Corp. at a fair market value as follows:
- 37,820,374 shares received as proceeds and valued at $0.57 per share - $21,557,613
- 32,820,374 shares provided to shareholders as a return of capital and valued at $0.57 per share - $18,707,613
- 5,000,000 shares remained with the Company and valued at $0.57 per share - $2,850,000 which represented less than 5% of the total shares of Edge Copper
- Reported an unrealized loss in the Company’s net loss and comprehensive loss during the year of $1,000,000 (2024 - $Nil); and
- Reporting fair value of the 5,000,000 shares as at December 31, 2025, of $1,850,000 at $0.37 per share (2024 - $Nil).
Page 17 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
- EXPLORATION AND EVALUATION ASSETS
| Zonia Property, USA | Escalones Property, Chile | Total | |
|---|---|---|---|
| Acquisition costs capitalized | |||
| Balance, December 31, 2023 | $ 34,701,408 | $ 7,969,752 | $ 42,671,160 |
| Impairment | (14,068,705) | (7,969,751) | (22,038,456) |
| Transfer to assets held for sale | (20,632,703) | - | (20,632,703) |
| Balance, December 31, 2024 | $ - | $ 1 | $ 1 |
| Impairment | (1) | (1) | |
| Balance, December 31, 2025 | $ - | $ - | $ - |
| Exploration and evaluation expenses - 2025 | Zonia Property, USA | Escalones Property, Chile | Total |
| --- | --- | --- | --- |
| Consulting | $ 274,497 | $ - | $ 274,497 |
| Field and camp supplies | 8,635 | 17,387 | 26,022 |
| Property taxes, lease and other | 9,750 | 44,684 | 54,434 |
| Transportation and equipment rentals | 73,124 | - | 73,124 |
| Year ended December 31, 2025 | $ 366,006 | $ 62,071 | $ 428,077 |
| Exploration and evaluation expenses - 2024 | Zonia Property, USA | Escalones Property, Chile | Total |
| --- | --- | --- | --- |
| Assays | $ 5,243 | $ - | $ 5,243 |
| Consulting | 456,310 | - | 456,310 |
| Environmental | 1,927 | - | 1,927 |
| Field and camp supplies | 42,530 | 17,060 | 59,590 |
| Geophysical | 126,210 | - | 126,210 |
| Property taxes, lease and other | 135,614 | 86,485 | 222,099 |
| Reports | 6,178 | - | 6,178 |
| Transportation and equipment rentals | 70,855 | - | 70,855 |
| Year ended December 31, 2024 | $ 844,867 | $ 103,545 | $ 948,412 |
Page 18 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
5. EXPLORATION AND EVALUATION ASSETS (Continued)
Escalones Property, Chile
During the year ended December 31, 2019, the Company became party to an option agreement for the Escalones property. The remaining payments required to earn a 100% interest in the Escalones property, amended on May 24, 2021, are as follows:
i) paying USD$60,000 on or before June 30, 2020 (paid);
ii) paying USD$140,000 on or before December 31, 2020 (paid);
iii) paying USD$150,000 on or before May 24, 2021 amendment date (paid);
iv) paying USD$150,000 on or before September 30, 2021 (paid);
v) paying USD$200,000 on or before July 12, 2022 (paid);
vi) paying USD$150,000 on or before September 30, 2022 (paid);
vii) paying USD$165,000 on or before November 30, 2022 (paid);
viii) paying USD$216,000 on or before July 6, 2023 (paid);
ix) paying USD$216,000 on or before September 30, 2023 (paid);
x) paying USD$218,000 on or before December 31, 2024;
xi) paying USD$800,000 on or before June 30, 2025;
xii) paying USD$800,000 on or before December 31, 2025;
xiii) paying USD$800,000 on or before June 30, 2026; and
xiv) paying USD$450,000 on or before December 31, 2026.*
- The Company was renegotiating the terms to reduce and extend payments during the year ended December 31, 2024. During the year ended December 31, 2025, the Company terminated the Option Agreement.
An additional payment of USD$350,000 is required to be made with the final payment on or before December 31, 2026. The Company has granted a 2% net smelter returns royalty ("NSR") to the underlying Escalones Property owner.
During the year ended December 31, 2024, the Company made the decision to write down the Escalones Project to a nominal value of $1. The write-down is warranted due to the continued uncertainty regarding any future re-categorization of the Sanctuary of Nature (within which the Escalones Project is located) and the lapse of a pre-existing easement. The Company has been communicating with the landowner to secure a flexible management plan in order for the area in which the Escalones Project is located to be categorized as a multiple-use conservation area and has also been renegotiating access rights to the Escalones Project. There is uncertainty as to the outcome of any future re-categorization of the Sanctuary of Nature and the surface access rights negotiations, and any potential impacts of same on the exploration of the Escalones Project. The uncertainty is an indicator of impairment, and accordingly, an impairment expense of $7,969,751 was recorded in the consolidated statements of loss and comprehensive loss for the year ended December 31, 2024. The estimated recoverable value was based on its fair value less cost of disposal of $1, estimated in accordance with Level 3 of the fair value hierarchy. As the property has been in the exploration stage, there are no projected cash flows available to determine an appropriate value-in-use. Therefore, a value-in-use model is not further considered.
During the year ended December 31, 2025, the Company terminated its option to acquire the Escalones project in Chile. The Escalones project was subject to a now-terminated option agreement between an indirect, wholly owned subsidiary of the Company and a third-party vendor and wrote off the remaining nominal amount of $1.
As a result of terminating the option agreement and ceasing exploration activities, the Company no longer meets the regulatory conditions required under Chilean tax law to retain historical Value Added Tax ("VAT") refunds previously received. Accordingly, the Company has recognized a statutory provision of $2,204,887 during the year ended December 31, 2025, representing the estimated obligation to repay these funds to the Chilean tax authorities. This amount has been recognized in the consolidated statements of loss and comprehensive loss.
Page 19 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
5. EXPLORATION AND EVALUATION ASSETS (Continued)
Zonia, Arizona USA
Pursuant to an option agreement dated August 27, 2015, and as amended on October 3, 2018, between the Company and Redstone Resources Corporation ("Redstone"), the Company completed the acquisition of a 100% interest in the Zonia copper project.
On August 17, 2022, the Company granted to Electric Royalties Ltd. ("Electric Royalties"): (i) a 0.5% Gross Revenue Royalty ("GRR") on the Zonia Project; (ii) an option to acquire a further 0.5% GRR on the Zonia Project for an additional cash payment of $3.0 million; and (iii) an option to acquire a 1% GRR on the Zonia Norte deposit, for a cash payment of $3.0 million.
During the year ended December 31, 2024, the Company initiated a strategic review process and engaged an advisor to assist and evaluate a range of strategic alternatives that may be available to the Company to grow and maximize value for all shareholders. Through this process management determined the property met the definition of an asset held for sale in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. Consequently, the Company recategorized the Zonia Asset as Assets Held for Sale and recognized an impairment loss of $14,068,705 as the carrying value of the asset exceeded fair value less costs to sell. Management estimated fair value less costs to sell based on a binding letter agreement entered on February 12, 2025 to an arm's length third party in consideration for $26.0 million cash payable in three tranches over a thirty-month period. The net present value of the cash consideration per the agreement, net of commissions, discounted using an effective interest rate of 16% was used to calculate fair value less costs to sell. The strategic advisor agreement was terminated so that the Company could pursue the Edge Copper Corp. transaction and the Company paid $872,000 in termination fees, based on the estimated value of the transaction, during the year ended December 31, 2025. This amount is included in consulting fees.
Zonia Transaction and Assets held for sale
On October 30, 2025, the Company completed the sale of Zonia Holdings Corp. (the Zonia copper project in Arizona) to Edge Copper Corp. (formerly Plata Latina Minerals Corp.) ("Edge Copper"), by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the transaction, the Company received consideration of $10.5-million in cash and an aggregate of 37,820,374 common shares of Edge Copper (fair value of $21,557,613), after giving effect to a three-to-one consolidation of the Edge Copper shares, 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 a concurrent financing conducted by Edge Copper. After distributing 32,820,374 shares to the Company's shareholders as a return of capital, valued at $18,707,613 (Note 4), the remaining 5,000,000 shares are held by the Company, representing less than 5% of Edge Copper Corp. shares outstanding.
As part of the transaction, the Company's shareholders received, in exchange for each World Copper share held prior to closing of the transaction, one new common share of World Copper and approximately 0.12482512 of an Edge Copper share on a post consolidation basis (32,820,374 shares valued at $18,707,613). The Company's shareholders will retain their respective percentage interests in the Company in the form of the New World Copper shares (Note 9).
The Company retained approximately $500,000 in cash and 5,000,000 post-consolidated Edge Copper shares (fair valued at $2,850,000) and will use the balance of the cash consideration to satisfy outstanding indebtedness, accounts payable and other liabilities of the Company and its subsidiaries, most of which have already been settled by December 31, 2025, other than 2 vendors where the amounts are being negotiated at a discounted value. All 45,725,113 outstanding warrants as at October 30, 2025 (Note 8) have been assumed by Edge Copper on the same ratio of 0.12482512 amounting to approximately 5,707,617 warrants. On assumption by Edge Copper, the warrants in the Company immediately cancelled on closing for the transaction. In addition, 17,750,000 Specified Options of the total 18,465,000 options (Note 9) have been assumed by Edge Copper on the same ratio of 0.12482512 amounting to approximately 2,215,640 all expiring January 30, 2027, with the remaining Options not assumed in the Specified Option amount of 715,000 remaining and expiring with the original exercise price and expiry date of May 27, 2027.
Page 20 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
5. EXPLORATION AND EVALUATION ASSETS (Continued)
The transaction was completed on an arm's-length basis, and no finders' fees were payable in connection with the transaction. A financial advisory termination fee of 4% of the transaction value of $872,000 was paid by the Company as a result of the closing of the transaction. Other transaction costs amounting to $1,443,814 in related party legal fees were expensed on closing of the transaction.
6. RELATED PARTY LOANS
DIRECTORS' LOAN
The Company has loans aggregating $65,000 plus accrued interest due to two former directors of Zonia. The loans bear interest at a rate of 12% per annum, compounded annually, repayable on demand.
The Company has a loan of $85,000 plus accrued interest, due to E.L. II Properties Trust (related to a Director of the Company). The loan bears interest at a rate of 8% per annum, compounded quarterly, repayable on May 22, 2026, per amending agreement with E.L. II Properties Trust (extended from May 22, 2024).
The loans were repaid in full with interest with the Edge Copper closing funds received on October 30, 2025 (Note 5).
ZONIA LOAN
The Company has a facility agreement with E.L. II Properties Trust, an unsecured credit facility (the "Facility") of USD$630,000 plus accrued interest. The Facility bears interest at 8% per annum, compounded quarterly, repayable on February 22, 2026, per amending agreement with E.L. II Properties Trust (extended from February 22, 2024).
The loans were repaid in full with interest with the Edge Copper closing funds received on October 30, 2025 (Note 5).
OTHER LOAN ADVANCES
The Company has three loan agreements with E.L. II Properties Trust, for unsecured loans (the "Loan Advances") in the aggregate of USD$750,265 plus accrued interest. The loans bear interest at 8% per annum, compounded quarterly, repayable on February 22, 2026, per amending agreement with E.L. II Properties Trust (extended from February 22, 2024).
The loans were repaid in full with interest with the Edge Copper closing funds received on October 30, 2025 (Note 5).
DIVIDEND LOAN
The Company has a loan agreement with E.L. II Properties Trust and Kopple Family Partnership, L.P. (related to a Director of the Company) for an unsecured loan (the "Dividend Loan") in the aggregate of $1,019,836 plus accrued interest. The loan with interest was repaid during the year ended December 31, 2024.
P a g e 21 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
6. RELATED PARTY LOANS (Continued)
EXTENTIONS – ZONIA AND OTHER LOAN ADVANCES
On August 13, 2024, the Company extended the due dates on advances from E.L. II Properties Trust (related to a Director of the Company). Four loans in the aggregate amount of USD$1,380,265 and CAD$85,000 were to be extended to have new due dates of February 22, 2026, and May 22, 2026, as noted above. The Company issued 7,251,925 non-transferable bonus warrants at an exercise price of $0.135 CAD per share expiring July 18, 2026. The issued warrants contain a clause that restricts exercise if exercising causes the holders' ownership to exceed 19.99%. In accordance with IFRS 9 – Financial Instruments, the Company determined the extension of the loans and grant of bonus warrants meet the definition of a substantial modification and was accounted for as an extinguishment of debt. The fair value of the liability portion at the time of amendment was determined based on an estimated discount rate of 23%, the bonus warrants of $270,330 were valued using Black-Scholes option pricing model with the following assumptions: risk-free rate of 3.24%, expected volatility of 111%, expected dividend of $Nil, and expected life of 2 years.
The loans were repaid in full with interest with the Edge Copper closing funds received on October 30, 2025 (Note 5).
During the year ended December 31, 2025, the Company repaid the following amounts on the outstanding loans:
| Principal | Accrued Interest | Total | |
|---|---|---|---|
| Loans payable: | |||
| Directors’ Loans | $ 150,000 | $ 83,853 | $ 233,853 |
| Zonia Loan | 886,050 | 134,515 | 1,020,565 |
| Other Loan Advances | 1,055,195 | 113,322 | 1,168,517 |
| Total Repaid | $ 2,091,245 | $ 331,690 | $ 2,422,935 |
During the year ended December 31, 2024, the Company repaid the following amounts on the outstanding loans:
| Principal | Accrued Interest | Total | |
|---|---|---|---|
| Loans payable: | |||
| Directors’ Loans | $ - | $ 50,362 | $ 50,362 |
| Zonia Loan | - | 584,070 | 584,070 |
| Other Loan Advances | - | 693,658 | 693,658 |
| Dividend Loan | 1,019,836 | 226,020 | 1,245,856 |
| Total Repaid | $ 1,019,836 | $ 1,554,110 | $ 2,573,946 |
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
6. RELATED PARTY LOANS (Continued)
Summary of outstanding loans payable on December 31, 2024 and December 31, 2025:
| Principal | Accrued Interest | Accretion Discount | Total | |
|---|---|---|---|---|
| Loans payable – December 31, 2024: | ||||
| Directors’ Loans | $ 150,000 | $ 64,729 | $ (14,891) | $ 199,838 |
| Zonia Loan | 906,507 | 70,961 | (133,097) | 844,371 |
| Other Loan Advances | 1,079,557 | 39,615 | (152,392) | 966,780 |
| Balance – December 31, 2024 | 2,136,064 | 175,305 | (300,380) | 2,010,989 |
| Less current portion | (65,000) | (58,183) | - | (123,183) |
| Long term portion | $ 2,071,064 | $ 117,122 | $ (300,380) | $ 1,887,806 |
| Loans payable – December 31, 2025: | ||||
| Directors’ Loans | $ - | $ - | $ - | $ - |
| Zonia Loan | - | - | - | - |
| Other Loan Advances | - | - | - | - |
| Balance – December 31, 2025 | - | - | - | - |
| Less current portion | - | - | - | - |
| Long term portion | $ - | $ - | $ - | $ - |
Continuity of the amounts owing as at December 31, 2024 and December 31, 2025, from a director and former directors of the Company's subsidiary, are as follows:
| Directors’ Loans | Zonia Loan | Other Loan Advances | Dividend Loan | Total | |
|---|---|---|---|---|---|
| Loans payable: | |||||
| Balance – December 31, 2023 | $ 236,332 | $ 1,357,106 | $ 1,636,021 | $ 1,213,233 | $ 4,442,692 |
| Interest expense | 21,743 | 86,365 | 71,550 | 32,623 | 212,281 |
| Gain on extinguishment | (18,003) | (160,510) | (183,779) | - | (362,292) |
| Accretion expense | 10,129 | 61,150 | 38,110 | - | 109,389 |
| Foreign exchange adjustment | - | 84,330 | 98,535 | - | 182,865 |
| Repaid | (50,363) | (584,070) | (693,657) | (1,245,856) | (2,573,946) |
| Balance – December 31, 2024 | $ 199,838 | $ 844,371 | $ 966,780 | $ - | $ 2,010,989 |
| Interest expense | 19,124 | 65,694 | 75,218 | - | 160,036 |
| Accretion expense | 14,891 | 126,968 | 145,374 | - | 287,233 |
| Foreign exchange adjustment | - | (16,468) | (18,855) | - | (35,323) |
| Repaid | (233,853) | (1,020,565) | (1,168,517) | - | (2,422,935) |
| Balance – December 31, 2025 | $ - | $ - | $ - | $ - | $ - |
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
7. LOAN PAYABLE
CEBA LOAN
The Company has a COVID-19 Relief Line of Credit as part of the Government-sponsored Canada Emergency Business Account (“CEBA”) in the amount of $60,000. During the year ended December 31, 2024, the Company’s CEBA loan was converted to a term loan with repayment of the loan due on or before December 31, 2026, together with any accrued and unpaid interest at 5% per annum from January 19, 2024. During the year ended December 31, 2025, the Company accrued $5,102 (2024 - $2,852) in interest with a carrying value of principal and interest of $65,102 (2024 - $62,852).
The loan was repaid in full with interest with the Edge Copper closing funds received on October 30, 2025 (Note 5).
8. CAPITAL STOCK
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
During the year ended December 31, 2025:
i) On February 14, 2025, the Company issued 2,837,500 units at a price of $0.08 per unit for gross proceeds of $227,000 on a non-brokered private placement ($117,000 of which was received as subscription receipts in December 2024). Each unit consisted of one common share and one common share purchase warrant (a "Warrant"). A value of $70,938 was allocated to reserves using the residual value method in connection with the financing. Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of three years from the date of issuance at a price of $0.16 per share. In connection with the issuance, the Company paid aggregate finder's fees consisting of $7,700 in cash and issued 96,250 finder's warrants valued at $43,931 using the Black-Scholes model as noted in the warrant section. All securities issued in the Offering are subject to a four-month hold period expiring on June 15, 2025.
ii) Pursuant to an at-the-market equity program (“ATM Program”) described below, during the year ended December 31, 2025, the Company issued 36,059,000 shares under the ATM Program at an average price of $0.0408 per share for gross proceeds of $1,470,865 commissions paid of $44,126, and net proceeds received of $1,426,739. The Company incurred $141,640 in additional costs during the period related to the ATM Program. Recoveries of $111,000 were netted against the ATM costs.
iii) On October 30, 2026, as part of the disposition of the Company’s Zonia Property (subsidiaries), by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), the Company’s shares in order to distribute the Edge Copper Shares (Note 5) out to the Company’s shareholders, there was a section 86 reorganization (pursuant to the Income Tax Act (Canada)) by way of a plan of arrangement. The authorized capital and articles of WCU will be amended to create a new class of common shares. The new class of common shares (the “New Common Shares”) has the same terms and conditions as the existing common shares except for a slight difference where the New Common Shares were entitled to a preferential return of capital over the existing common shares on liquidation); and immediately after each shareholder received in exchange each of their existing common shares for a New Common Share and 0.12482512 of an Edge Copper Distributable Shares. The ending result did not change the total number of shares reissued or the Paid Up Capital of the reissued shares other than the resulting return of capital in the amount of $18,707,613.
iv) Other share issuance costs totaled $11,057.
Page 24 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
8. CAPITAL STOCK (Continued)
Issued share capital (Continued)
During the year ended December 31, 2024:
i) On April 12, 2024, the Company issued 53,015,112 units at $0.07 per unit for gross proceeds of $3,711,058 in the first of two tranches of a private placement. Each unit consisted of one common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.17 per share. The expiry of the Warrants may be accelerated if the closing price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $0.30 for a minimum of twenty consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. In connection with the issuance, the Company paid aggregate finder's fees consisting of $85,393 in cash and issued 765,900 finder's warrants valued at $38,412. Each finder's warrant entitles the holder thereof to purchase one common share at a price of $0.17 for a period of 24 months from the date of issuance. Other share issuance costs totaled $78,842.
ii) On April 26, 2024, the Company issued 16,531,957 units at $0.07 per unit for gross proceeds of $1,157,237 in the second of two tranches of a private placement. Each unit consisted of one common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.17 per share. The expiry of the Warrants may be accelerated if the closing price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $0.30 for a minimum of twenty consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. No finder’s fees were payable pursuant to this tranche.
iii) During the year, the Company established an at-the-market equity program (the "ATM Program") that allows the issuance and sale of common shares from treasury having an aggregate gross sales amount of up to $25 million to the public, over a two-year period (subject to earlier termination), from time to time through BMO Capital Markets (the "Agent"), as sole agent. Sales of the Common Shares under the ATM Program will be made pursuant to the terms and conditions of an equity distribution agreement (the "Distribution Agreement") dated July 17, 2024, between the Company and the Agent. During the period from July 22, 2024 to December 31, 2024, the Company issued 29,480,500 shares under the ATM Program at an average price of $0.069 per share for gross proceeds of $2,031,084, commissions paid of $60,933, and net proceeds received of $1,970,151. The Company incurred $659,827 in additional costs during the period related to the ATM Program.
iv) As at December 31, 2024, the Company received share subscriptions of $117,000 which shares have not yet been issued related to the private placement closed February 14, 2025.
P a g e 25 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
8. CAPITAL STOCK (Continued)
Warrants
Warrant transactions are summarized as follows:
| Number of Warrants | Weighted average exercise price | |
|---|---|---|
| Outstanding, December 31, 2023 | 35,873,728 | $ 0.42 |
| Issued | 42,791,363 | 0.16 |
| Expired | (15,286,958) | 0.29 |
| Outstanding, December 31, 2024 | 63,378,133 | $ 0.28 |
| Issued | 2,933,750 | 0.16 |
| Expired | (20,586,770) | 0.52 |
| Expired – Assumed by Edge Copper Corp (Note 5) | (45,725,113) | 0.16 |
| Outstanding, December 31, 2025 | - | $ - |
The following warrants were outstanding at December 31, 2025 and 2024:
| Expiry Date | Number of Warrants | ||
|---|---|---|---|
| Exercise Price | December 31, 2025 | December 31, 2024 | |
| March 31, 2025 | $0.30 | - | 3,987,174 |
| March 31, 2025 (1) | $0.30 | - | 32,297 |
| April 27, 2025 | $0.30 | - | 1,666,162 |
| April 27, 2025 (1) | $0.30 | - | 4,200 |
| July 27, 2025 (2) | $0.60 | - | 7,042,996 |
| July 27, 2025 (2) | $0.60 | - | 6,817,723 |
| September 15, 2025 (2) | $0.60 | - | 500,000 |
| October 15, 2025 (2) | $0.60 | - | 536,218 |
| April 12, 2026 (3) | $0.17 | - | 26,507,559 |
| April 12, 2026 (1) (3) | $0.17 | - | 765,900 |
| April 26, 2026 (3) | $0.17 | - | 8,265,979 |
| July 18, 2026 (3) | $0.135 | - | 7,251,925 |
| February 24, 2028 (3) | $0.16 | - | - |
| February 24, 2028 (1) (3) | $0.16 | - | - |
| - | 63,378,133 |
(1) Finder’s warrants.
(2) Warrant exercises subject to special warrant shares to be issued (see Special Warrant below).
(3) Edge Copper Corp. assumed 45,725,113 of the Company’s outstanding warrants as at October 30, 2025, at a specified exchange ratio of 0.12482512 on a post consolidated exchange (Note 5). These warrants categorized as expired due to the assumption by Edge Copper.
Page 26 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
8. CAPITAL STOCK (Continued)
Warrants (Continued)
The finder’s warrants issued during the years ended December 31, 2025 and 2024 were valued using the Black-Scholes option pricing model with the following weighted average assumptions:
| 2025 | 2024 | |
|---|---|---|
| Risk-free interest rate average | 2.71% | 4.17% |
| Expected life | 3.00 years | 2.00 years |
| Expected annualized volatility | 107.95% | 92.34% |
| Expected dividend rate | 0.00% | 0.00% |
The loan bonus warrants issued during the year ended December 31, 2024 (Note 6) were valued using the Black-Scholes option pricing model with the following weighted average assumptions:
| 2024 | |
|---|---|
| Risk-free interest rate average | 3.24% |
| Expected life | 2.00 years |
| Expected annualized volatility | 110.95% |
| Expected dividend rate | 0.00% |
Special Warrant
On September 25, 2019, the Company acquired 100% of the common shares of the SASC Metallurgy Corp., Escalones Copper Corp., and TriMetals Mining Chile SCM (collectively the “TMI Group”), which included a 100% interest in the Escalones property from Gold Springs Resource Corp. (“Gold Springs”). As part of the acquisition, the Company issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 8,148,901 common shares upon the deemed exercise of the special warrant. The special warrants will be deemed to be exercised on a proportionate basis at the time the Company’s warrants are exercised.
On October 22, 2021, Wealth Minerals Ltd. (“Wealth Minerals”), a related party via common management and board of directors, acquired 13,225,198 common shares and remaining special warrants of the Company held by Gold Springs.
As at December 31, 2025, Nil (2024 - 6,384,400) special warrants remain outstanding.
9. STOCK OPTION PLAN AND SHARE-BASED PAYMENTS
In January 2021, the Company adopted an incentive stock option plan (the “2021 Plan”). The essential elements of the 2021 Plan provide that the aggregate number of common shares of the Company’s capital stock issuable pursuant to options granted under the 2021 Plan may not exceed 10% of the number of issued shares of the Company at the time of granting the options. Options granted under the 2021 Plan will have a maximum term of ten years. The exercise price of options granted under the 2021 Plan will not be less than the discounted market price of the common shares (defined as the last closing market price of the Company’s common shares immediately preceding the issuance of a news release announcing the granting of the options, less the maximum discount permitted under TSX-V policies), or such other price as may be agreed to by the Company and accepted by the TSX-V. Unless otherwise determined by the directors at the date of grant, options granted under the 2021 Plan vest immediately, except for options granted to consultants conducting investor relation activities, which will become vested with the right to exercise one-fourth of the option upon the conclusion of each three-month period subsequent to the date of grant of the option.
In June 2022, the Company amended the 2021 Plan and adopted a new incentive stock option plan (the “2022 Plan”). The essential elements of the 2022 Plan remain the same as the 2021 Plan, with the only difference being that transferred options will no longer continue to vest.
Page 27 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
9. STOCK OPTION PLAN AND SHARE-BASED PAYMENTS (Continued)
On July 30, 2025, the Company granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 9,500,000 common shares in the capital stock of the Company. The options are exercisable on or before July 30, 2028 at a price of $0.05 per share.
On October 30, 2025, Edge Copper assumed 8,250,000 of the Company’s 10,265,000 options expiring May 13, 2027, and all of the 9,500,000 options expiring July 30, 2028, as “specified options” at a specified exchange ratio of 0.12482512. In addition, 1,500,000 of the May 13, 2027, unvested options fully vested on closing of the Edge Copper transaction. All options assumed by Edge Copper expired due to assumption and the options not assumed being 715,000 options remain to expire on May 13, 2027.
The stock-based compensation of $397,249 during the year ended December 31, 2025 is related to vesting provisions on the May 13, 2024 grant of $138,138 and the July 30, 2025 grant of $259,111.
During the year ended December 31, 2024, the Company granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 10,265,000 common shares in the capital stock of the Company; 3,000,000 of these options vest with 750,000 options each six months beginning November 13, 2024 with the final 750,000 vesting on May 13, 2026. The options are exercisable on or before May 13, 2027 at a price of $0.20 per share.
During the year ended December 31, 2024, the Company granted incentive stock options to a consultant of the Company to purchase up to 100,000 common shares in the capital stock of the Company. The options are exercisable on or before June 13, 2026 at a price of $0.22 per share.
Stock option transactions are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |
|---|---|---|
| Outstanding and Exercisable, December 31, 2023 | 7,755,000 | $ 0.30 |
| Issued | 10,365,000 | 0.20 |
| Cancelled | (800,000) | 0.31 |
| Outstanding, December 31, 2024 | 17,320,000 | $ 0.24 |
| Issued | 9,500,000 | 0.05 |
| Expired | (8,355,000) | 0.28 |
| Expired – Assumed by Edge Copper Corp (Note 5) | (17,750,000) | 0.12 |
| Outstanding, December 31, 2025 | 715,000 | $ 0.20 |
| Exercisable, December 31, 2025 | 715,000 | $ 0.20 |
The following incentive stock options were outstanding at December 31, 2025 and 2024:
| Expiry Date | Exercise Price | December 31, 2025 | December 31, 2024 |
|---|---|---|---|
| August 23, 2025 | $0.31 | - | 1,000,000 |
| August 19, 2025 | $0.31 | - | 4,200,000 |
| September 30, 2025 | $0.27 | - | 1,755,000 |
| June 13, 2026 | $0.22 | - | 100,000 |
| May 13, 2027 (1) | $0.20 | 715,000 | 10,265,000 |
| July 30, 2028 (1) | $0.05 | - | - |
| Total Issued | 715,000 | 17,320,000 | |
| Total Exercisable | 715,000 | 15,070,000 |
(1) Edge Copper Corp. assumed 17,750,000 of the Company’s outstanding options as at October 30, 2025, at a specified exchange ratio of 0.12482512 on a post consolidated exchange (Note 5). These options are categorized as expired due to the assumption by Edge Copper.
Page 28 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
9. STOCK OPTION PLAN AND SHARE-BASED PAYMENTS (Continued)
The fair value of options granted was estimated at the date of grant using the Black-Scholes option pricing model based on the following weighted average assumptions:
| Year ended December 31, 2025 | Year ended December 31, 2024 | |
|---|---|---|
| Risk-free interest rate average | 2.79% | 4.16% |
| Expected life | 3 years | 2.99 years |
| Expected annualized volatility | 120.43% | 89.12% |
| Expected dividend rate | 0.00% | 0.00% |
Expected stock price volatility was derived from an average volatility based on historical movements in the closing prices of the Company's stock for a length of time equal to the expected life of the options. The risk-free rate of return is the yield on a zero-coupon Canadian Treasury Bill of a term consistent with the assumed option life. The expected average option term is the average expected period to exercise, based on the historical activity patterns for each individually vesting tranche. The expected dividend rate is estimated at 0.00% as the Company does not have a history of issuing and paying dividends.
10. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION
Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly. Key management personnel include the Company's executive officers and directors. The transactions with related parties were in the normal course of operations and were measured at the fair value.
Key management personnel compensation during the years ended December 31, 2025 and 2024 was as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Management fees, included in consulting fees | $ 1,035,000 | $ 521,500 |
| Management fees, included in professional fees | 6,000 | - |
| Directors' fees, included in consulting fees | - | 8,071 |
| Legal fees, included in professional fees | 353,550 | 287,642 |
| Legal fees, included in loss on sale of subsidiaries | 1,443,814 | - |
| Legal fees, included in share issuance costs | 55,992 | 485,622 |
| Share-based payment | 348,154 | 745,954 |
| Rent | 79,026 | 100,266 |
The amounts included within accounts payable and accrued liabilities due to the related parties are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Included in accounts payable and accrued liabilities: | ||
| Due to directors and/or entities controlled by them | $ 51,476 | $ 647,685 |
| Due to former directors | - | 89,267 |
| Due to the CEO | - | 9,324 |
| Due to the former CEO's | 453,448 | 94,500 |
| Due to the corporate secretary – Consulting fees | - | 18,375 |
| Due to the corporate secretary – Rent | - | 87,221 |
| Due to the corporate secretary – Expense reimbursements | 369 | 161,013 |
| Due to Wealth Minerals | - | 112,450 |
| $ 505,293 | $ 1,219,835 |
The amounts owing above are unsecured, non-interest bearing and have no fixed term for repayment.
For related party loans, please refer to Note 6.
Page 29 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
11. CAPITAL MANAGEMENT
The Company manages its capital structure to maximize its financial flexibility, making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements.
The Company currently has no source of revenues; as such, the Company is dependent upon external financings or the sale of assets (or an interest therein) to fund activities. In order to carry future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There have been no changes to the Company's capital management approach during the year ended December 31, 2025.
12. FINANCIAL INSTRUMENTS
The Company's risk exposures and the impact on the Company's financial instruments are summarized below:
Credit risk
Credit risk is the risk of loss associated with counterparty's inability to fulfil its payment obligations. The Company's credit risk is primarily attributable to accounts receivable excluding GST and cash. The Company's management believes it has no significant credit risk.
The financial instrument that potentially subjects the Company to a significant concentration of credit risk is cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash in major financial institutions. As at December 31, 2025, the Company had cash of $2,727,737 (2024 - $193,977).
Interest rate risk
Interest rate risk is the risk that future cash flows of the Company's assets and liabilities can change due to a change in interest rates. Loans payable have a fixed interest rate between 8% and 12% and cash earns interest rate at a nominal rate. The Company is not exposed to significant interest rate cash flow risk.
Liquidity risk
The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2025, the Company had a cash balance of $2,727,737 (2024 - $193,977) to settle current liabilities of $1,380,868 (December 31, 2024 - $2,854,234). All of the Company's accounts payable and accrued liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms and loans payable which have varying payment terms as noted in Note 6 and 7. The Company expects to fund these liabilities through the use of existing cash resources and will need to obtain additional equity financing. The Company's undiscounted financial liabilities are due as follows:
As at December 31, 2025:
| 0 to 3 months | 3 to 6 months | 6 to 12 months | More than 12 months | Total | |
|---|---|---|---|---|---|
| Accounts payable and accrued liabilities | $ 1,380,868 | $ - | $ - | $ - | $ 1,379,422 |
| $ 1,380,868 | $ - | $ - | $ - | $ 1,379,422 |
Page 30 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
12. FINANCIAL INSTRUMENTS (Continued)
As at December 31, 2024:
| 0 to 3 months | 3 to 6 months | 6 to 12 months | More than 12 months | Total | |
|---|---|---|---|---|---|
| Accounts payable and accrued liabilities | $ 2,731,051 | $ - | $ - | $ - | $ 2,731,051 |
| Related party loans* | 123,183 | - | - | 2,188,187 | 2,311,370 |
| Loans payable | - | - | - | 62,852 | 62,852 |
| $ 2,854,234 | $ - | $ - | $ 2,251,039 | $ 5,105,273 |
*Excludes accretion discount of $300,380 (Note 6).
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices. The Company's investments in Edge Copper Corp. (Note 4) are subject to price risks associated with the share price in the future. A 10% change in the share prices would have changed the Company's net loss and comprehensive loss by $185,000 (2024 - $Nil) due to the impact of the share price on the fair value of the marketable security.
Foreign currency risk
The Company is exposed to foreign currency risk as certain monetary financial instruments are denominated in Chilean and United States currencies. Canadian dollar denominated balances generated foreign exchange gains and losses that are reported on the consolidated statement of loss and comprehensive loss. A strengthening of 10% in the Chilean and US dollars against the Canadian dollar would have increased the Company's net loss and comprehensive loss by $71,250 (2024 - $315,600) due to the impact of the exchange rate fluctuation on Canadian dollar denominated financial instruments.
At December 31, 2025, the Company had the following financial instruments denominated in foreign currencies (presented in Canadian dollars):
| Chilean Pesos | United States Dollars | Total | |
|---|---|---|---|
| Cash | $ 3,986 | $ 12,740 | $ 16,726 |
| Accounts payable and accrued liabilities | (720,865) | (8,321) | (729,186) |
| Net | $ (716,879) | $ 4,419 | $ (712,460) |
At December 31, 2024, the Company had the following financial instruments denominated in foreign currencies (presented in Canadian dollars):
| Chilean Pesos | United States Dollars | Total | |
|---|---|---|---|
| Cash | $ 20,098 | $ 16,150 | $ 36,248 |
| Accounts payable and accrued liabilities | (781,432) | (304,291) | (1,085,723) |
| Loans | - | (2,107,000) | (2,107,000) |
| Net | $ (761,334) | $ (2,395,141) | $ (3,156,475) |
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
12. FINANCIAL INSTRUMENTS (Continued)
Fair value
The fair value of the Company’s cash, receivables excluding GST, marketable securities and accounts payable and accrued liabilities approximates the carrying amount due to their short-term maturity of the instruments. The fair value of related party loans and loan payable is determined by using discounted cash flows based on the expected amounts and timing of the cash flows discounted using a market rate of interest adjusted for appropriate credit risk.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
The Company’s fair value hierarchy is as follows:
| As at | December 31, 2025 | |||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | ||
| Marketable securities | $ | 1,850,000 | $ - | $ - |
| Accounts payable and accrued liabilities | 1,379,422 | - | - | |
| As at | December 31, 2024 | |||
| Level 1 | Level 2 | Level 3 | ||
| Accounts payable and accrued liabilities | $ | 2,731,051 | $ - | $ - |
| Related party loans | - | 2,010,989 | - | |
| Loan payable | 62,852 | - | - |
13. GEOGRAPHIC SEGMENTED INFORMATION
The Company has one operating segment, being the mineral resource industry with its exploration and evaluation assets in the United States and Chile. The Company’s exploration and evaluation assets at December 31, 2025 and December 31, 2024 are located in the United States and Chile as follows:
| USA | Chile | Total | |
|---|---|---|---|
| December 31, 2025 | |||
| Assets held for sale | $ - | $ - | $ - |
| Exploration and evaluation assets | - | - | - |
| $ - | $ - | $ - | |
| December 31, 2024 | |||
| Assets held for sale | $ 20,632,703 | $ - | $ 20,632,703 |
| Exploration and evaluation assets | - | 1 | 1 |
| $ 20,632,703 | $ 1 | $ 20,632,704 |
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
14. INCOME TAXES
A reconciliation of income taxes by applying the Canadian statutory income tax rate of 27% to the consolidated loss is as follows:
| 2025 | 2024 | |
|---|---|---|
| Loss for the year | $ (15,109,118) | $ (27,282,563) |
| Income tax recovery at Canadian statutory rate | (4,079,462) | (7,366,292) |
| Non-deductible items | 100,496 | 281,585 |
| Other temporary differences | - | 4,432,853 |
| Impact of foreign exchange on tax assets and liabilities | (100,213) | - |
| Under provided in prior years | 2,976,617 | 2,524,303 |
| Unused tax losses and tax offsets not recognized | 1,102,561 | 127,551 |
| Income tax expense | $ - | $ - |
The significant components of the Company's deferred tax assets and liabilities that have not been included on the consolidated statement of financial position are as follows:
| 2025 | 2024 | |
|---|---|---|
| Non-capital losses | $ 8,769,938 | $ 17,090,548 |
| Capital losses | 7,922,244 | 7,922,244 |
| Resource properties | 523,691 | 1,267,648 |
| Share issue costs | 172,050 | 226,850 |
| 17,522,923 | $ 26,507,290 |
The Company has non-capital loss carry-forwards of approximately $30,363,046, which may be available to reduce taxable income in future years. The potential tax benefits of these losses have not been recognized as a deferred tax benefit, as currently it is not probable that such a benefit will be utilized in the foreseeable future. Unless utilized, these losses will expire in 2045. Tax attributes are subject to review and potential adjustment by tax authorities.
Page 33 | 34
WORLD COPPER LTD.
Notes to the Consolidated Financial Statements
December 31, 2025 and 2024
(Expressed in Canadian Dollars)
15. SUBSEQUENT EVENTS
On February 3, 2026, the Company entered into a definitive property option agreement dated February 24, 2026 (the "Property Option Agreement") with the Vendor (as defined below), whereby the Vendor has granted to the Company an exclusive option to acquire a 100% interest (the "Option") in and to the mineral claims comprising the Brassie Creek Project located in the Kamloops mining division in the Province of British Columbia, Canada (the "Brassie Creek Project" or the "Project"), subject to a 2% net smelter returns royalty. Pursuant to the terms of the Property Option Agreement, to exercise the Option in full the Company must issue to Mr. Kenneth Ellerbeck (the "Vendor"), a private arm's length vendor, an aggregate of 900,000 common shares in the capital of the Company (the "Consideration Shares"), make cash payments to the Vendor in the aggregate amount of $440,000, and incur an aggregate of $750,000 in exploration expenditures ("Expenditures").
On March 10, 2026, the Company announced that it has initiated plans to complete a spin-out transaction (the "Spin-Out"), whereby 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 a newly incorporated and wholly-owned subsidiary of the Company ("Spinco"), in consideration for common shares in the capital of Spinco (the "Spinco Shares") to be distributed to existing Company shareholders on a pro rata basis. Upon completion of the Spin-Out, it is anticipated that Spinco will be owned 100% by shareholders of World Copper. The Company is undertaking the Spin-Out to simplify its corporate structure and balance sheet, and following completion of the Spin-Out 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 shares held by it to Spinco, along with an amount of cash to be determined. The Spin-Out is anticipated to occur by way of a court-approved plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia). World Copper shareholders will vote on the Spin-Out at a meeting of shareholders (the "Meeting") to be held at a date to be determined. To be effective, it is expected that the Spin-Out will require approval by (i) at least 66⅔% 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; and (ii) if required, a majority of the votes cast by shareholders other than those required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Spin-Out will also be subject to other customary approvals, including approval by the Supreme Court of British Columbia for the Spin-Out.
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