World Copper Ltd. — Interim / Quarterly Report 2023

Aug 28, 2023

WORLD COPPER LTD.

(An Exploration Stage Company)

Interim Consolidated Financial Statements (Unaudited – Prepared by Management)

Six months ended June 30, 2023 and 2022 Expressed in Canadian Dollars

Corporate Head Office

2710 – 200 Granville Street Vancouver, BC V6C 1S4

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WORLD COPPER LTD.

WORLD COPPER LTD.
(An Exploration Stage Company) Interim Consolidated Financial Statements (Expressed in Canadian Dollars) June 30, 2023
INDEX Page Interim Consolidated Financial Statements 3-6 Interim Consolidated Statements of Financial Position 3 Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) 4 Interim Consolidated Statements of Changes in Shareholders’ Equity 5 Interim Consolidated Statements of Cash Flows 6 Notes to Interim Consolidated Financial Statements 7-24

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WORLD COPPER LTD.

Interim Consolidated Statements of Financial Position (Expressed in Canadian Dollars) As at June 30, 2023 and December 31, 2022

	June 30, 2023 December 31, 2022
ASSETS Current Cash Receivables Marketable securities (Note 4) Prepaids Non-Current Prepaids Deposits Equipment (Note 5) Exploration and evaluation assets (Note 8) Total Assets	(Unaudited) (Audited) $ 2,302,095 $ 7,409 297,692 272,206 - 560,000 269,660 446,270
	2,869,447 1,285,885 - 74,144 7,587 7,587 8,779 11,279 42,366,709 42,366,709
	$ 45,252,522 $ 43,745,604
LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities (Note 12) Current portion of related party loans (Notes 9 and 12) Due to Wealth Minerals (Note 12) Loan payable (Note 9) Non-Current Related party loans (Notes 9 and 12) Shareholders' Equity Capital stock (Note 10) Share-based payment reserves (Notes 10 and 11) Equity portion of compound instruments Deficit Total Liabilities and Shareholders’ Equity	$ 2,383,597 $ 2,956,151 3,558,922 2,660,292 112,487 112,450 60,000 60,000
	6,115,006 5,788,893 582,868 1,266,970
	6,697,874 7,055,863
	55,189,587 53,175,656 2,371,582 2,343,305 937,647 - (19,944,168) (18,829,220)
	38,554,648 36,689,741
	$ 45,252,522 $ 43,745,604

On behalf of the Board:

(Signed) “Hendrik Van Alphen” (Signed) “Timothy McCutcheon” Hendrik Van Alphen, Director Timothy McCutcheon, Director

The accompanying notes are an integral part of these interim consolidated financial statements.

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WORLD COPPER LTD.

Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) Three and Six Months ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

	Three months	Three months	Three months	Three months		Six months		Six months
		ended		ended		ended		ended
		June 30,		June 30,		June 30,		June 30,
		2023		2022		2023		2022
EXPENSES
Accretion (Notes 9 and 12)	$	148,694	$	39,356	$	186,588	$	62,697
Consulting fees (Note 12)		447,671		572,767		863,298		1,082,422
Depreciation (Note 5)		1,250		2,500		2,500		2,500
Exploration and evaluation (Note 8)		105,994		3,745,833		361,885		4,916,733
Foreign exchange (gain) loss		(36,567)		38,134		120,244		(8,043)
Insurance		19,541		15,490		43,961		33,598
Interest (Notes 9 and 12)		99,569		84,098		197,153		136,495
Office and miscellaneous		13,361		54,069		50,451		99,632
Professional fees		110,136		197,251		165,068		297,413
Rent (Note 12)		31,183		23,860		56,665		45,744
Share-based payments (Notes 11 and 12)		25,452		-		76,230		2,982,516
Shareholder communications		205,916		347,972		416,170		692,010
Transfer agent and regulatory fees		25,809		6,960		45,411		27,873
Travel		33,468		203,433		113,754		279,776
Wages and benefits (Note 12)		65,195		76,845		132,344		154,146
Loss before the following		(1,296,672)		(5,408,568)		(2,831,722)		(10,805,512)
Recovery of Exploration and evaluation (Note 8)		2,422,778		-		2,422,778		-
Loss on royalty reacquisition (Note 8)		-		(1,684,647)		-		(1,684,647)
Loss on extinguishment (Note 9)		-		-		(696,201)		-
Loss on sale of investment (Note 4)		-		-		(60,000)		-
Net Income (Loss) and Comprehensive Income	$	1,126,106	$	(7,093,215)	$	(1,165,145)	$	(12,490,159)
(Loss) for the Period
Basic and diluted income (loss) per common	$	0.01	$	(0.07)	$	(0.01)	$	(0.14)
share
Weighted average number of common shares
outstanding		124,018,287		98,350,182		118,887,812		89,343,839

The accompanying notes are an integral part of these interim consolidated financial statements.

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WORLD COPPER LTD.

Interim Consolidated Statements of Changes in Shareholders’ Equity (Unaudited - Expressed in Canadian Dollars)

	Number of Shares	**Capital Stock **	Subscriptions Received	Share-based Payment Reserve	Equity Portion of Compound Instruments	Deficit	Total Shareholders’ Equity
Balance, December 31, 2021 Shares issued – Zonia acquisition Shares issued – settlement of Royalty Option Subscriptions received Option exercises Warrant exercises Share-based payments Warrants issue on Zonia acquisition (Note 7) Transfer of expired warrant reserves (Note 9) Loss for the period	60,374,577 29,389,236 7,731,286 - 100,000 5,325,705 - - - -	$ 17,072,847 26,450,312 3,092,514 - 65,001 3,520,552 - - - -	$ - - - 200,000 - - - - - -	$ 1,441,575 - - (23,001) (847,444) 2,982,516 3,465,355 - -	$ 24,746 - - - - - - (24,746) -	$ (9,025,851) - - - - - - 24,746 (12,490,159)	$ 9,513,317 26,450,312 3,092,514 200,000 42,000 2,673,108 2,982,516 3,465,355 (12,490,159)
Balance, June 30, 2022 Shares issued – special warrant Shares issued – private placement Share issue costs – paid in cash Finder fee warrants – on private placements Share-based payments Transfer of cancelled options Transfer of expired options Transfer of expired warrants Loss for the period	102,920,804 1,238,612 9,540,915 - - - - - - -	50,201,226 334,425 2,862,275 (185,214) (37,056) - - - - -	200,000 - (200,000) - - - - - - -	7,019,001 - - - 37,056 1,906,427 (2,982,516) (989,057) (2,647,606) -	- - - - - - - - - -	(21,491,264) - - - - - 2,982,516 989,057 2,647,606 (3,957,135)	35,928,963 334,425 2,662,275 (185,214) - 1,906,427 - - - (3,957,135)
Balance, December 31, 2022 Shares issued – private placement Share issue costs – paid in cash Finder fee warrants – on private placements Share-based payments Warrants issue Loan extensions (Note 9) Transfer of expired warrants Loss for the period	113,700,331 11,306,667 - - - - - -	53,175,656 2,035,200 (19,025) (2,244) - - - -	- - - - - - - -	2,343,305 - - 2,244 76,230 - (50,197) -	- - - - - 937,647 - -	(18,829,220) - - - - - 50,197 (1,165,145)	36,689,741 2,035,200 (19,025) - 76,230 937,647 - (1,165,145)
Balance, June 30, 2023	125,006,998	$ 55,189,587	$ -	$ 2,371,582	$ 937,647	$ (19,944,168)	$ 38,554,648

The accompanying notes are an integral part of these interim consolidated financial statements.

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WORLD COPPER LTD.

Interim Consolidated Statements of Cash Flows For the periods ended June 30, 2023 and 2022 (Unaudited - Expressed in Canadian Dollars)

	Six months ended June 30, 2023 Six months ended June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period Item not affecting cash: Accretion on loans Depreciation Accrued interest on loans Foreign exchange on loans Loss on extinguishment Loss on reacquisition of Royalty Loss on sale of investments Share-based payments Changes in non-cash working capital items: Receivables Prepaids Accounts payable and accrued liabilities Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds on sale of marketable securities Cash received on Zonia acquisition Zonia acquisition costs Exploration and evaluation assets Proceeds on exercise of Royalty option exercise Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Due to Gold Springs Resource Corp. Due to Wealth Minerals Due from Cardero Resources Loan repayments Proceeds from issuance of shares Share issue costs Share subscriptions Net cash provided by financing activities Change in cash for the period Cash, beginning of period Cash, end of period	$ (1,165,145) $ (12,490,159) 186,588 62,698 2,500 2,500 196,105 136,495 73,281 20,220 696,201 - - 1,684,647 60,000 - 76,230 2,982,516 (25,486) (112,143) 250,754 257,636 (572,554) 1,951,871
	(221,526) (5,503,719)
	500,000 - - 7,106 - (92,070) - (62,420) - 1,407,867
	500,000 1,260,483
	- (500,000) 37 (152) - (18,945) - (12,500) 2,035,200 2,715,109 (19,025) - - 200,000
	2,016,212 2,383,512
	2,294,686 (1,859,724) 7,409 2,321,740
	$ 2,302,095 $ 462,016
Cash paid for interest Cash paid for tax	$ - $ - $ - $ -

Significant non-cash financing and investing transactions during the period ended June 30, 2023 included:

• Issued 32,297 warrants valued at $2,244 as finder’s fees for private placements (Note 10).

• Issued 10,321,657 warrants with a value of $937,647 on loan extensions (Notes 9 and 12).

Significant non-cash financing and investing transactions during the year ended December 31, 2022 included:

• Deferred acquisition costs of $650,789 was added to exploration and evaluation assets on the Zonia acquisition (Note 7).

• Issued 29,389,236 shares with a value of $26,450,312 and 7,445,273 warrants with a value of $3,465,355 on the acquisition of Zonia (Note 7).

• Net liabilities of $4,254,277 was added to exploration and evaluation assets on the Zonia acquisition (Note 7).

• Issued 1,238,612 shares valued at $334,425 under a deemed partial exercise of a special warrants issued on the Acquisition of the TMI Group (Note 6).

• Issued 194,844 warrants valued at $37,056 as finder’s fees for private placements (Note 10).

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Allante Resources Ltd. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on June 16, 2006 and was classified as a Capital Pool Company as defined in the TSX Venture Exchange (“TSXV”) Policy 2.4. On March 7, 2007, the Company’s shares began trading on the TSXV, and on February 3, 2010, the Company’s shares were moved to the NEX board where they traded under the symbol ALL.H. On January 15, 2021, the Company changed its name from Allante Resources Ltd. to World Copper Ltd. and began trading under the symbol “WCU.V” on the TSXV on January 26, 2021.

On January 28, 2022, the Company completed a qualifying transaction (the “Zonia Transaction”) to acquire Zonia Holdings Corp. (Note 7).

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 #2710 – 200 Granville St., Vancouver, British Columbia, V6C 1S4, Canada.

These interim 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 an operating loss of $1,165,145 during the period ended June 30, 2023 (June 30, 2022 – $12,490,159). 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 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.

These interim 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 interim consolidated financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. Accordingly, these interim consolidated financial statements do not include all of the information required for full IFRS financial statements and therefore should be read in conjunction with the Company’s most recent annual consolidated financial statements for the year ended December 31, 2022, which were prepared in accordance with IFRS as issued by IASB.

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 interim 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 August 25, 2023.

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WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (Continued)

b) Functional and presentation currency

These interim consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries.

c) Principles of consolidation

These interim 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 interim consolidated financial statements include the accounts of the Company and its subsidiaries listed in the following table:

following table:
	Country of	Principal		Interest at
	Incorporation	Activity	Interest at	December 31,
			March31,2023	2022
SASC Metallurgy Corp.	Canada	Mineral exploration	100%	100%
(“SASC”)
Zonia Holdings Corp.	Canada	Mineral exploration	100%	100%
(“Zonia”)
Escalones Copper Corp.	Canada	Mineral exploration	100%	100%
(“Escalones”)
Cardero Copper (USA) Inc.	USA	Mineral exploration	100%	-
TriMetals Mining Chile SCM	Chile	Mineral exploration	100%	100%
(“TriMetals”)
WealthCopperChile S.p.A	Chile	Mineralexploration	100%	100%

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WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (Continued)

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 year. 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:

Stock based compensation

Stock based compensation is valued using the Black-Scholes option pricing model at the date of grant and expensed in profit or loss over vesting period of each award. The Black Scholes option pricing model utilizes subjective assumptions such as expected price volatility and expected life of the option. Stock based compensation expense also utilizes subjective assumption on forfeiture rate. Changes in these input assumptions can significantly affect the fair value estimate.

Significant Judgments

The preparation of these interim 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 interim 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.

Exploration and evaluation assets impairment

At the end of each reporting period, the Company assesses each of its exploration and evaluation assets or cashgenerating 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. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

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WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

2. BASIS OF PRESENTATION (Continued)

d) Critical estimates, judgments and assumptions (Continued)

Compound instruments

Compound financial instruments were separated into their liability and equity components on the consolidated statements of financial position. The liability component is initially recognized at fair value, calculated at the present value of the liability based upon non-convertible debt issued by comparable issuers and accounted for at amortized cost using the effective interest rate method. The effective interest rate used is the estimated rate for non-convertible debt with similar terms at the time of issue.

Modification versus extinguishment of financial liability

Judgment is required in applying IFRS 9 Financial Instruments to determine whether the amended terms of the loan agreement is a substantial modification of an existing financial liability and whether it should be accounted for as an extinguishment of the original financial liability.

Deferred tax assets

The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company generating future taxable income against which the deferred tax assets can be utilized. In addition, significant judgment is required in classifying transactions and assessing probable outcomes of tax positions taken, and in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies and methods of application applied by the Company in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited consolidated financial statement for the year ended December 31, 2022.

4. MARKETABLE SECURITIES

Marketable securities is comprised of Nil (December 31, 2022 - 2,000,000) common shares of Electric Royalties Ltd. (Note 7 – Zonia), a publicly traded company. The shares were initially recorded at $470,000, the fair market value on the date of acquisition, and adjusted to $560,000, their fair market value on December 31, 2022. The securities were sold for $500,000 during the period ended June 30, 2023 at a loss of $60,000.

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WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

5. EQUIPMENT

	Office Equipment Computer Equipment Total
Cost Balance at December 31, 2021 Additions Balance at December 31, 2022 Additions Balance at June 30, 2023 Accumulated amortization Balance at December 31, 2021 Amortization Balance at December 31, 2022 Amortization Balance at June 30, 2023 Carrying amounts At December 31, 2022 At June 30,2023	$ - $ - $ - 12,306 3,979 16,285
	12,306 3,979 16,285 - - -
	$ 12,306 $ 3,979 $ 16,285
	$ - $ - $ - 3,006 2,000 5,006
	3,006 2,000 5,006 1,500 1,000 2,500
	$ 4,506 $ 3,000 $ 7,506
	$ 9,300 $ 1,979 $ 11,279 $ 7,800 $ 979 $ 8,779

6. ACQUISITION OF TMI GROUP

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”). Gold Springs was also guaranteed that its holdings of the Company at closing of the Company’s public listing date on a fully diluted basis, shall not be less than 30% of the 8,333,333 common shares of the Company issued and outstanding following the acquisition of the TMI Group on September 25, 2019. On January 15, 2021, the Company issued 4,891,865 common shares valued at $1,761,071 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement. The Company also 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 acquired all the 13,225,198 common shares and special warrants of the Company held by Gold Springs for the aggregate purchase price of $4,364,315. As of June 30, 2023 - 1,238,612 shares valued at $334,425 have been issued and 242,862 special warrants have expired leaving a balance of 6,667,427 potential shares (December 31, 2022 - a balance of 6,667,427 potential shares) to be issued pursuant to the special warrant.

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WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

7. ACQUISITION OF ZONIA

On January 28, 2022, the Company acquired 100% of the common shares of Zonia Holdings Corp. (formerly Cardero Resource Corp.) (“Zonia” or “Cardero”) pursuant to a plan of arrangement approved by the Zonia shareholders on December 10, 2021, approved by the Supreme Court of British Columbia on December 14, 2021, and accepted by the TSXV on January 28, 2022. A total of 29,389,236 common shares fair valued at $0.90 per common share for total consideration of $26,450,312 has been issued to Zonia shareholders based on an exchange ratio of 0.200795 common share of the Company for each share of Zonia. Additionally, 7,445,273 Zonia warrants based on an exchange ratio of 0.200795 were replaced by the Company and a royalty option was granted by World Copper to a member of the Kopple Entities to acquire a 1% net smelter returns royalty (the "Kopple Royalty") on the Zonia copper oxide deposit located in Arizona. Pursuant to the plan of arrangement, Zonia amalgamated with 1302172 B.C. Ltd. to become Zonia Holdings Corp., a wholly owned subsidiary of the Company.

The Acquisition is considered to be outside the scope of IFRS 3 since Zonia’s operations do not meet the definition of a business for accounting purposes as the fair value of gross assets acquired was mainly concentrated in Exploration and Evaluation assets at the time of the acquisition. Accordingly, the Acquisition will be accounted for as an asset acquisition in accordance with IFRS 2 Share Based Payment (“IFRS 2”) whereby World Copper issued shares in exchange for the net assets of Zonia. As a result, the equity consideration is measured at the fair value of the World Copper shares issued as above and the difference between the fair value of the consideration paid and net assets acquired is allocated to exploration and evaluation assets.

The following table provides details of the fair value of the consideration given and the fair value of the assets and liabilities acquired:

Total Consideration:
29,389,327 shares at $0.90 per share	$	26,450,312
Fair value of 7,445,273 World Copper warrants issued		3,465,355
Acquisition costs incurred(i)		650,789
Total consideration	$	30,566,456
Allocation of Purchase Consideration:
Assets
Current assets	$	48,025
Deposits		7,587
Property and Equipment		16,285
Exploration and evaluation assets		34,701,408
Total Assets		34,773,305
Liabilities
Current liabilities		871,773
Related Party Loans		3,275,076
Loans payable		60,000
Total Liabilities		4,206,849
Net Assets	$	30,566,456

(i) $558,719 of acquisition costs were incurred in the year ended December 31, 2021.

The 7,445,273 World Copper warrants with a value of $3,465,355 were calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

	As at
	January 28, 2022
Risk-free interest rate average	1.20%
Expected life	0.68 years
Expected annualized volatility	55.78%
Expected dividend rate	0.00%

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WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

8. EXPLORATION AND EVALUATION ASSETS

Acquisition costs capitalized Balance, December 31, 2021 Acquisition costs - cash Acquisition costs - shares Acquisition of Zonia (Note 7) Balance, December 31, 2022 Acquisition costs - cash Acquisition costs-shares	$ - - - 34,701,408	$ 6,361,987 689,522 334,425 -	$ 216,947 $ 6,578,934 62,420 751,942 - 334,425 - 34,701,408
	34,701,408 - -	7,385,934 - -	279,367 42,366,709 - - - -
Balance, June 30, 2023	34,701,408	7,385,934	279,367 42,366,709
Exploration and evaluation expenses - 2023	Zonia Property, USA	Escalones Property, Chile	Cristal Property, Chile Total
Assays Community relations Consulting Environmental Field and camp supplies Geological Geophysical Property taxes, lease and other Drilling, Roads & Trenches Transportation and equipment rentals	$ 3,056 - 64,279 1,368 6,999 10,461 11,179 21,136 85,295 3,518	$ - 940 - - 9,013 - - 140,071 2,141 2,429	$ - $ 3,056 - 940 - 64,279 - 1,368 - 16,012 - 10,461 - 11,179 - 161,207 - 87,436 - 5,947
Expenditures Expense recovery (Chilean VAT)	207,291 -	154,594 (2,422,778)	- 361,885 - (2,422,778)
Period ended June 30, 2023	$ 207,291	$ (2,268,184)	$ - $ (2,060,893)
Exploration and evaluation expenses - 2022	Zonia Property, USA	Escalones Property, Chile	Cristal Property, Chile Total
Assays Community relations Consulting Environmental Field and camp supplies Geological Geophysical Property taxes and lease Roads & Trenches Transportation and equipment rentals	$ - - 85,535 1,286 4,341 19,766 147,884 15,296 194,676 3,213	$ 159,142 20,186 81,555 147,253 940,596 2,544 - 716,127 2,154,149 223,184	$ - $ 159,142 - 20,186 - 167,090 - 148,539 - 944,937 - 22,310 - 147,884 - 731,423 - 2,348,825 - 226,397
Period ended June 30, 2022	$ 471,997	$ 4,444,736	$ - $ 4,916,733

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WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

8. 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 (Note 6). During the year ended December 31, 2019, prior to the acquisition of TMI Group (Note 6), the Company had issued 166,667 common shares valued at $25,000 and made payments in the amount of USD$200,000 to the underlying property owner. 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$500,000 on or before June 30, 2023; and

• ix) paying USD$3,000,000 on or before June 30, 2024.

• The timing of the original June 30, 2022 $500,000 payment was renegotiated between the Company and the underlying property owner.

The Company has granted a 2% net smelter returns royalty (“NSR”) to the underlying Escalones Property owner.

Cristal Property, Chile

During the year ended December 31, 2019, the Company entered into an assignment and assumption agreement (the “Assignment Agreement”) with New Energy Metals Corp. (“Vendor”) whereby the Company obtained the right, title, benefit, and interest in and to an option agreement in respect of the Cristal property. To date, the Company has made cash payments of USD$200,000 towards the option.

The Company is required to make the remaining payments to the underlying property owner outlined below to exercise the option in full:

• i) paying USD$50,000 upon the earlier of the commencement of drilling and December 31, 2019 (paid);

• ii) paying USD$150,000 on or before five days after the first anniversary of closing the Allante transaction (January 15, 2022) (paid);

• iii) paying USD$500,000 on or before second anniversary of closing (January 15, 2023*);

• iv) paying USD$700,000 on or before third anniversary of closing (January 15, 2024); and

• v) paying USD$3,000,000 on or before fourth anniversary of closing (January 15, 2025).

• The January 15, 2023, remains unpaid, the timing of the January 15, 2023 $500,000 payment and terms are being renegotiated between the Company and the optionor.

The underlying Cristal Property owner retains a 3% NSR royalty, of which 2% can be repurchased by paying USD$2,000,000 for each percentage point of the NSR royalty bought back (aggregate USD$4,000,000 for 2% NSR royalty). In addition, there is also an existing 1% NSR royalty in favour of the Vendor that can be repurchased in its entirety upon a payment of USD$1,000,000.

The Assignment Agreement provides that if World Copper exercises the Cristal Option, then the Company and the Vendor will be deemed to have formed a joint venture (the “Joint Venture”) for the continued exploration of the Cristal Project, with the initial participating interests of the Joint Venture participants being the Company – 70% and the Vendor – 30%. Assuming the formation of the Joint Venture, a 2% NSR royalty will be granted to a participant in the Joint Venture if its participating interest therein falls to 10% or less (the “JV Royalty”), provided that one-half (1%) of the JV Royalty can be purchased by the other party for USD$1,000,000.

P a g e 14 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

8. 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 by paying an aggregate $2,612,879 (USD$1,981,350) cash payment obligation (amended from USD$2,225,000), and $2,843,805 in common share issuances.

In connection with the acquisition of Zonia (Note 7), the Company granted, an option to acquire a 1% net smelter returns royalty on the Zonia Project (the “Royalty”), which option may be exercised by the Robert and Carole Kopple Grandchildren’s Trust (“Royalty Holder”) for $1,407,867. At the election of the Company or the Royalty Holder, 100% of the Royalty could be repurchased by the Company from the Royalty Holder for a purchase price of approximately $3.0 million to $3.87 million based on the volume weighted average offering price of all the private placements conducted by the Company forming part of the Company’s Financing (the “World Copper Weighted Average Price”), payable through the issuance of the Company’s Shares issuable at a deemed price equal to the World Copper Weighted Average Price (as defined in the agreement).

On May 17, 2022, the Royalty Holder exercised the Option by making a cash payment to the Company of $1,407,867. Following the exercise of the Royalty Option by the Royalty Holder, the Company bought-out the Royalty by issuing 7,731,286 common shares (the "Buy-Out Shares") to the Royalty Holder at a fair value price of $0.40 per Buy-Out Share for a total value of $3,092,514 which resulted in a loss of $1,684,647. The Buy-Out Shares are subject to a four month and one day hold period in Canada in addition to applicable United States resale restrictions.

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 for a total of $1.55 million in cash and 2,000,000 common shares of Electric Royalties with a fair market value of $470,000; (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. The net revenue after closing costs of $1,970,000 was recorded during the year in profit or loss.

9. LOANS PAYABLE

DIRECTORS’ LOAN

During the year ended December 31, 2021, the Company acquired through the Allante transaction, a $12,500 loan owed to a director which was unsecured, interest free and payable on demand. The loan was fully repaid during the year ending December 31, 2022. On January 28, 2022, the Company acquired through the Zonia acquisition (Note 7), loans aggregating $150,000 plus accrued interest, due to certain directors and former directors of Zonia. The loans bear interest at a rate of 8% and 12% per annum, compounded annually, repayable on varying dates of May 22, 2023, November 15, 2023 and May 22, 2024. The Company also replaced non-transferable bonus warrants to the lenders.

For accounting purposes, the due to related parties amounts noted above are compound instruments and were allocated into corresponding debt and equity components at the date of issue. The Company bifurcated the notes into their components using a discounted cash flow model with an estimated fair value interest rate of 18% to estimate the fair value of the liability component with the remaining balance representing the equity component.

P a g e 15 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

9. LOANS PAYABLE (Continued)

ZONIA LOAN

On January 28, 2022, the Company acquired, through the Zonia acquisition (Note 7), 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 with the balance due on February 22, 2024 (see loan extension below). The Company also replaced non-transferable bonus warrants issued to the lenders on acquisition of Zonia.

OTHER LOAN ADVANCES

On January 28, 2022, the Company acquired, through the Zonia acquisition (Note 7), 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 were originally due in August and November, bear interest at 12% and have been renegotiated with a new repayment date where all three loans are now payable in full on February 22, 2024 (see loan extension below). The Company also replaced non-transferable bonus warrants to the lenders on acquisition of Zonia.

DIVIDEND LOAN

On January 28, 2022, the Company acquired, through the Zonia acquisition (Note 7), a loan agreement with E.L. II Properties Trust and Kopple Family Trust, for an unsecured loan (the “Dividend Loan”) in the aggregate of USD$1,019,836 plus accrued interest. The loans bear interest at 8% per annum with maturity dates of August 31, 2023, and August 24, 2024.

CEBA LOAN

The Company acquired through the Zonia acquisition (Note 7) a COVID-19 Relief Line of Credit as part of the Government-sponsored Canada Emergency Business Account (“CEBA”) in the amount of $60,000 and has an interest rate of 0% to be repaid by December 31, 2023, of which $20,000 of the loan will be forgiven if $40,000 is repaid in full on or before December 31, 2023.

EXTENTION - ZONIA AND OTHER LOAN ADVANCES

On January 10, 2023, the Company extended the due dates on advances from E.L. II Properties Trust. Four loans in the aggregate amount of USD$1,065,265 were extended to February 22, 2024. The Company issued 10,321,657 nontransferable bonus warrants at an exercise price of $0.14 CAD per share expiring on February 22, 2024. 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 were valued using Black-scholes model with the following assumptions: risk-free rate of 4.25%, expected volatility of 87%, expected dividend of $Nil, and expected life of 1 year. Consequently, a loss on extinguishment of debt of $696,201 was recognized in the interim consolidated statements of loss and comprehensive loss (Notes 10 and 12).

Summary of Zonia loans assumed on January 28, 2022 (see Notes 7, 10 and 12):

	Principal Accrued Interest Accretion Discount Total
Loans payable: Directors’ Loans Zonia Loan Other Loan Advances Dividend Loan Related Party Loans CEBA Loan Balance –January 28, 2022	$ 150,000 $ 52,802 $ (35,419) $ 167,383 804,636 341,572 (254,670) 891,538 958,238 255,862 (40,357) 1,173,743 1,019,836 22,576 - 1,042,412
	2,932,710 672,812 (330,446) 3,275,076 60,000 - - 60,000
	$ 2,992,710 $ 672,812 $ (330,446) $ 3,335,076

P a g e 16 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

9. LOANS PAYABLE (Continued)

Summary of outstanding loans payable on June 30, 2023:

	Principal Accrued Interest Accretion Discount Total
Loans payable – December 31, 2022: Directors’ Loans Zonia Loan Other Loan Advances Dividend Loan CEBA Loan Balance – December 31, 2022 Less current portion Long term portion Loans payable – June 30, 2023: Directors’ Loans Zonia Loan Other Loan Advances Dividend Loan CEBA Loan Balance – June 30, 2023 Less current portion **Long termportion **	$ 150,000 $ 71,406 $ (23,300) $ 198,106 853,272 456,336 (189,826) 1,119,782 1,016,159 472,375 - 1,488,534 1,019,836 101,004 - 1,120,840 60,000 - - 60,000
	3,099,267 1,101,121 (213,126) 3,987,262 (2,120,213) (765,788) 165,709 (2,720,292)
	$ 979,054 $ 335,333 $ (47,417) $ 1,266,970
	$ 150,000 $ 81,927 $ (15,212) $ 216,715 834,120 497,383 (115,174) 1,216,329 993,351 549,650 - 1,543,001 1,019,836 145,909 - 1,165,745 60,000 - - 60,000
	3,057,307 1,274,869 (130,386) 4,201,790 (2,547,390) (1,201,918) 130,386 (3,618,922)
	$ 509,917 $ 72,951 $ - $ 582,868

10. CAPITAL STOCK

Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

During the period ended June 30, 2023, the Company:

• i) On March 31, 2023, issued 7,974,344 units at $0.18 per unit for gross proceeds of $1,435,382 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 $0.30 per share. In connection with the issuance, the Company paid aggregate finder's fees consisting of $5,813 in cash and issued 32,297 finder's warrants valued at $37,056. Each finder's warrant entitles the holder thereof to purchase one common share at a price of $0.30 for a period of 24 months from the date of issuance.

• ii) On April 27, 2023, the Company issued 3,332,323 units at $0.18 per unit for gross proceeds of $599,818 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 $0.30 per share. In connection with the issuance, the Company paid aggregate finder's fees consisting of $756 in cash and issued 4,200 finder's warrants valued at $206. Each finder's warrant entitles the holder thereof to purchase one common share at a price of $0.30 for a period of 24 months from the date of issuance.

P a g e 17 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

10. CAPITAL STOCK (Continued)

During the year ended December 31, 2022, the Company:

• iii) On January 28, 2022, in connection with the Zonia acquisition (Note 7), a total of 29,389,236 common shares fair valued at $0.90 per common share for total consideration of $26,450,312 have been issued to Zonia shareholders based on an exchange ratio of 0.200795 common share of the Company for each share of Cardero. Additionally, 7,445,273 Cardero warrants based on an exchange ratio of 0.200795 were replaced by the Company.

• ii) On May 17, 2022, the Company bought-out a 1% net smelter returns royalty on future production from the Company’s Zonia copper oxide project by issuing 7,731,286 common shares (the "Buy-Out Shares") to the Royalty Holder at a deemed issuance price of $0.40 per Buy-Out Share for total consideration of $3,092,514 (Note 9 - Zonia). The Buy-Out Shares are subject to a four month and one day hold period in Canada in addition to applicable United States resale restrictions.

• iii) On July 21, 2022, issued 4,264,414 units at $0.30 per unit for gross proceeds of $1,279,324 in the first tranche of a private placement. Each unit consisted of a 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 $0.60 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 $1.00 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 paid pursuant to this first tranche closing. All securities issued in the Offering have a four-month plus one day hold period, during which time the securities may not be traded.

• iv) On August 31, 2022, issued 5,276,501 units at $0.30 per unit for gross proceeds of $1,582,950 in the second tranche of a private placement, each unit comprised as above. In connection with the issuance of the second tranche, the Company paid aggregate finder's fees consisting of $58,454 in cash and issued 194,844 finder's warrants valued at $37,056. Each Finder's Warrant entitles the holder thereof to purchase one common share at a price of $0.30 for a period of 36 months from the date of issuance. In addition, filing fees of $15,761 were paid in cash.

• v) On September 30, 2022, issued 1,238,612 common shares at market price of $0.27 per share pursuant to the special warrants issued on the acquisition of the TMI Group (Note 6) with a value of $334,425 recognized in mineral property acquisition costs.

• vi) Issued 5,325,705 shares on warrant exercises for gross proceeds of $2,673,108.

vii) Issued 100,000 shares on option exercises for gross proceeds of $42,000.

viii) Held 10,451,337 shares in escrow as at December 31, 2022.

Warrants

Warrant transactions are summarized as follows:

	Number of Warrants Weighted average exercise price
Outstanding, December 31, 2021 Replaced Zonia warrants (Note 7) Issued Exercised Expired	27,715,989 $ 0.59 7,445,273 0.66 4,965,301 0.59 (5,325,705) 0.50 (6,737,787) 0.70
Outstanding, December 31, 2022 Issued Expired	28,063,071 $ 0.60 16,011,490 0.20 (660,393) 0.60
Outstanding, June 30, 2023	43,414,168 $ 0.45

P a g e 18 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

10. CAPITAL STOCK (Continued)

Warrants

The following warrants were outstanding at June 30, 2023 and December 31, 2022:

Expiry Date Exercise Price	Number of Warrants March 31, 2023 December 31, 2022
January 15, 2023(1) $0.60 September 29, 2023 $0.60 September 29, 2023(1) $0.60 October 6, 2023 $0.60 October 6, 2023(1) $0.60 October 28, 2023 $0.60 October 28, 2023(1) $0.60 November 9, 2023(2) $0.747 February 22, 2024 $0.14 July 21, 2024 $0.60 August 31, 2024 $0.60 March 31, 2025 $0.30 March 31, 2025(1) $0.30 April 27, 2025 $0.30 April 27, 2025(1) $0.30 August 31, 2025(1) $0.30 September 15, 2025 $0.60 October 15, 2025 $0.60 July 27, 2025 $0.60 July27,2025 $0.60	- 660,393 785,390 785,390 71,575 71,575 2,053,750 2,053,750 287,525 287,525 3,984,461 3,984,461 297,500 297,500 60,239 60,239 10,321,657 - 2,132,206 2,132,206 2,638,251 2,638,251 3,987,174 - 32,297 - 1,666,162 - 4,200 - 194,844 194,844 500,000 500,000 536,218 536,218 7,042,996 7,042,996 6,817,723 6,817,723
	43,414,168 28,063,071

(1) Finder’s warrants

(2) Zonia warrants replaced

The finder’s warrants issued during the periods ended June 30, 2023 and December 31, 2022, were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

	Period ended	Year ended
	June 30, 2023	December 31, 2022
Risk-free interest rate average	3.74%	3.59%
Expected life	2.00 years	3.00 years
Expected annualized volatility	79.09%	100.00%
Expected dividend rate	-	-

The loan bonus warrants issued during the period ended June 30, 2023, were valued using the Black-Scholes option pricing model with the following weighted average assumptions:

	Period ended
	June 30, 2023
Risk-free interest rate average	4.25%
Expected life	1.00 years
Expected annualized volatility	87.80%
Expected dividend rate	-

P a g e 19 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

11. 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.

During the period ended June 30, 2023, the Company: i) No incentive stock options were granted.

During the year ended December 31, 2022, the Company:

• i) On January 31, 2022, granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 4,585,000 common shares in the capital stock of the Company. The options are exercisable on or before January 31, 2024, at a price of $0.91 per share.

• ii) On August 23, 2022, granted incentive stock options to a consultant of the Company to purchase up to 1,000,000 common shares in the capital stock of the Company. The options are exercisable on or before August 23, 2025, at a price of $0.31 per share.

• iii) On August 19, 2022, granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 5,000,000 common shares in the capital stock of the Company. The options are exercisable on or before August 19, 2025, at a price of $0.31 per share.

• iv) On September 20, 2022, cancelled incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 4,585,000 common shares in the capital stock of the Company to re-issue at a lower exercise price. The options were exercisable on or before January 31, 2024, at a price of $0.91 per share.

• v) On September 30, 2022, granted incentive stock options to directors, officers, employees, and consultants of the Company to purchase up to 4,755,000 common shares in the capital stock of the Company. The options are exercisable on or before September 30, 2025, at a price of $0.27 per share.

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, 2022
Risk-free interest rate average	2.84%
Expected life	1.71 years
Expected annualized volatility	114.94%
Expected dividend rate	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.

P a g e 20 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

11. STOCK OPTION PLAN AND SHARE-BASED PAYMENTS (Continued)

Stock option transactions are summarized as follows:

	Number of	Weighted Average
	Options	Exercise Price
Outstanding, December 31, 2021	4,400,000	0.42
Granted	15,340,000	0.48
Cancelled	(4,585,000)	0.91
Expired	(4,300,000)	0.42
Exercised(1)	(100,000)	0.42
Outstanding, December 31, 2022	10,755,000	0.29
Granted
	-	-
Expired	-	-
Outstanding, June 30, 2023	10,755,000	0.29

(1) The fair value of the Company’s shares on the date of exercise was $0.90 per share.

The following incentive stock options were outstanding and exercisable at June 30, 2023 and December 31, 2022:

Expiry Date Exercise Price	June 30, 2023 December 31, 2022
August 25, 2025 $0.31 August 19, 2025 $0.31 September 30,2025 $0.27	1,000,000 1,000,000 5,000,000 5,000,000 4,755,000 4,775,000
	10,755,000 10,755,000

12. 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 periods ended June 30, 2023, and 2022 was as follows:

		June 30,		June 30,
		2023		2022
Management fees, included in consulting fees	$	114,000	$	157,422
Directors’ fees, included in consulting fees		10,851		46,068
Wages and benefits		123,918		141,000
Stock-based compensation		-		1,788,859
Rent		56,665		45,744

P a g e 21 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

12. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (Continued)

The amounts due to the related parties are as follows:

		June 30,	December 31,
		2023	2022
Included in accounts payable and accrued liabilities:
Due to directors	$	34,511 $	191,262
Due to the CEO		13,399	34,060
Due to the CFO		7,350	7,350
Due to the corporate secretary		107,944	95,598
		163,204	328,270
Included in due to related parties:
Due to Wealth Minerals		112,487	112,450
	$	275,691 $	440,720

The amounts owing above are unsecured, non-interest bearing and have no fixed term for repayment.

During the year ended December 31, 2022, the Company assumed loans of $3,275,076 from a director and former Zonia directors on the Zonia Transaction (See Notes 7 and 10). The amounts owing as at March 31, 2023 and December 31, 2022 are as follows:

	Directors’ Loans Zonia Loan Other Loan Advances Dividend Loan Total
Loans payable: Balance – December 31, 2021 Assumption of Zonia Loans(1) Interest expense Accretion Foreign exchange adjustment Repayments Balance – December 31, 2022 Equity portion of compound instruments Interest expense Loss on Extinguishment Accretion Foreign exchange adjustment Balance– June 30, 2023	$ 12,500 $ - $ - $ - $ 12,500 167,383 891,538 1,173,743 1,042,412 3,275,076 18,604 91,089 193,912 78,428 382,033 12,119 77,816 40,776 - 130,711 - 59,338 80,104 - 139,442 (12,500) - - - (12,500)
	$ 198,106 $ 1,119,781 $ 1,488,535 $ 1,120,840 3,927,262 - - (937,647) - (937,647) 10,521 51,849 88,830 44,905 196,105 696,201 696,201 8,088 71,061 107,439 - 186,588 - (26,362) 99,643 - 73,281
	$ 216,715 $ 1,216,329 $ 1,543,001 $ 1,165,745 4,141,790

(1) The balance assumed from Zonia on January 28, 2022 includes Principal, Accrued Interest and Accretion Discount (see Note 9).

13. 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.

P a g e 22 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

13. CAPITAL MANAGEMENT (Continued)

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 period ended June 30, 2023.

14. 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 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 June 30, 2023, the Company had cash of $2,302,095 (December 31, 2022 - $7,409).

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 June 30, 2023, the Company had a cash balance of $2,302,095 (December 31, 2022 - $7,409) to settle current liabilities of $6,115,007 (December 31, 2022 - $5,788,893). 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. The Company expects to fund these liabilities through the use of existing cash resources and will need to obtain additional equity financing.

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 is not exposed to significant interest rate or equity price risks at June 30, 2023.

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 $228,400 (December 31, 2022 - $442,000) due to the impact of the exchange rate fluctuation on Canadian dollar denominated financial instruments.

P a g e 23 | 24

WORLD COPPER LTD. Notes to the Interim Consolidated Financial Statements June 30, 2023 (Unaudited - Expressed in Canadian Dollars)

14. FINANCIAL INSTRUMENTS (Continued)

Foreign currency risk (Continued)

At June 30, 2023, the Company had the following financial instruments denominated in foreign currencies (presented in Canadian dollars:

in Canadian dollars:
		Chilean		United States
		Pesos		Dollars		Total
Cash	$	1,918,280	$	366,046	$	2,284,326
Accounts payable and accrued liabilities		(1,434,837)		(53,470)		(1,488,307)
Loans		-		(2,759,331)		(2,759,331)
Net	$	483,443	$	(2,446,755)	$	(1,963,312)

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk. The Company is exposed to other price risk to the extent of its marketable securities. For the period ended June 30, 2023, a 10% change in market price would result in approximately $Nil (December 31, 2022 - $56,000) in the Company’s net loss and comprehensive loss.

Fair value

The fair value of the Company’s cash, receivables, accounts payable and accrued liabilities, amounts due to related parties, and loan payable approximates the carrying amount due to their short-term maturity of the instruments. The fair value of loans payable are 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.

As at June 30, 2023, the Company’s financial instruments consist of cash, receivables, marketable securities, accounts payable and accrued liabilities, due to related parties, and loans payable. The fair values of financial assets and financial liabilities approximate their fair value due to the short-term nature of these items. The Company’s marketable securities and due to related parties are measured using the fair value hierarchy as follows:

As at Marketable securities $ Due to Wealth Minerals	June 30, 2023
	Level 1 Level 2 Level 3 - $ - $ - - 112,487 -
As at Marketable securities $ Due to Wealth Minerals	December 31, 2022
	Level 1 Level 2 Level 3 560,000 $ - $ - - 112,450 -

15. 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. Of the Company’s identifiable long-term assets, $34,710,187 is located in the USA and $7,665,301 in Chile.

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