World Copper Ltd.

FILING STATEMENT

OF

Allante Resources Ltd.

IN CONNECTION WITH A PROPOSED QUALIFYING TRANSACTION

Dated: December 22, 2020

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement.

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GLOSSARY OF TERMS .............................................................................................................................................. 1 FORWARD LOOKING STATEMENTS ..................................................................................................................... 8 INFORMATION CONCERNING the Company .......................................................................................................... 9 INFORMATION CONCERNING World Copper ........................................................................................................ 9 DATE OF INFORMATION.......................................................................................................................................... 9 SUMMARY ................................................................................................................................................................ 10 RISK FACTORS ......................................................................................................................................................... 16 Completion of the Acquisition ............................................................................................................................... 16 Exploration, Development and Production Risks .................................................................................................. 16 Substantial Capital Requirements .......................................................................................................................... 17 Political Risk .......................................................................................................................................................... 17 Competition ........................................................................................................................................................... 17 Volatility of Mineral Prices ................................................................................................................................... 18 Cyclical Nature of Mining ..................................................................................................................................... 18 Environmental Risks .............................................................................................................................................. 18 Access to World Copper's Properties ..................................................................................................................... 19 Foreign Operations ................................................................................................................................................ 20 Conflicts of Interest ............................................................................................................................................... 22 Dividends ............................................................................................................................................................... 22 Permits and Licenses.............................................................................................................................................. 22 Assurance of Rights and Title ................................................................................................................................ 23 History of Net Losses............................................................................................................................................. 23 Currency Fluctuations ............................................................................................................................................ 23 Uninsured Risks ..................................................................................................................................................... 23 Contractual Risk .................................................................................................................................................... 24 Unforeseen Expenses ............................................................................................................................................. 24 THE ACQUISITION ................................................................................................................................................... 24 The Acquisition ...................................................................................................................................................... 24 Share Exchange Agreement ................................................................................................................................... 24 Escrow Restrictions ............................................................................................................................................... 27 Directors and Management .................................................................................................................................... 28 INFORMATION CONCERNING THE COMPANY ................................................................................................. 28 Corporate Structure ................................................................................................................................................ 28 General Development of the Business ................................................................................................................... 28 Selected Consolidated Financial Information and MD&A .................................................................................... 29 Description of the Securities .................................................................................................................................. 29 Stock Option Plan .................................................................................................................................................. 30 Prior Sales .............................................................................................................................................................. 32 Executive Compensation of the Company ............................................................................................................. 33 Arm's Length Transaction ...................................................................................................................................... 33 Legal Proceedings .................................................................................................................................................. 33 Auditor, Transfer Agent and Registrar................................................................................................................... 33 Material Contracts .................................................................................................................................................. 34 Principal Shareholders ........................................................................................................................................... 34 INFORMATION CONCERNING WORLD COPPER ............................................................................................... 34 Corporate Structure ................................................................................................................................................ 34 General Development of the Business ................................................................................................................... 35 Property Acquisitions............................................................................................................................................. 35 Narrative Description of the Business ................................................................................................................... 37 Principal Property – Escalones Property, Chile ..................................................................................................... 40 Non Principal Property – Cristal Property ........................................................................................................... 126 Selected Consolidated Financial Information and MD&A .................................................................................. 127 Securities .............................................................................................................................................................. 129

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Dividends ............................................................................................................................................................. 129 Consolidated Capitalization ................................................................................................................................. 129 Prior Sales ............................................................................................................................................................ 130 Stock Exchange Price .......................................................................................................................................... 130 Principal Shareholders ......................................................................................................................................... 131 Executive Compensation ..................................................................................................................................... 131 Management Contracts ........................................................................................................................................ 133 Non-Arm's Length Party Transaction .................................................................................................................. 133 Auditor, Transfer Agent and Registrar................................................................................................................. 134 Material Contracts ................................................................................................................................................ 134 INFORMATION CONCERNING THE RESULTING ISSUER .............................................................................. 135 Corporate Structure .............................................................................................................................................. 135 Narrative Description of the Business of the Resulting Issuer ............................................................................. 135 Description of the Securities ................................................................................................................................ 136 Pro Forma Consolidated Capitalization ............................................................................................................... 136 Available Funds and Principal Purposes .............................................................................................................. 137 Dividends ............................................................................................................................................................. 139 Principal Security Holders ................................................................................................................................... 139 Directors, Officers and Promoters ....................................................................................................................... 140 Management and Director Information ................................................................................................................ 143 Promoter Consideration ....................................................................................................................................... 146 Corporate Cease Trade Orders or Bankruptcies ................................................................................................... 146 Penalties or Sanctions .......................................................................................................................................... 147 Personal Bankruptcies .......................................................................................................................................... 147 Conflicts of Interest ............................................................................................................................................. 147 Other Reporting Issuer Experience ...................................................................................................................... 148 Executive Compensation and Management Contracts ......................................................................................... 150 Indebtedness of Directors and Officers ................................................................................................................ 152 Investor Relations Arrangements ......................................................................................................................... 152 Options to Purchase Securities ............................................................................................................................. 152 Escrowed Securities ............................................................................................................................................. 154 Auditor, Transfer Agent and Registrar................................................................................................................. 158 Sponsorship .......................................................................................................................................................... 158 Experts ................................................................................................................................................................. 158 Other Material Facts ............................................................................................................................................ 159 Board Approval .................................................................................................................................................... 159

SCHEDULES

Schedule "A" - Audited annual financial statements of the Company for the years ended July 31, 2020 and A-1 2019.
Schedule "B" - MD&A of the Company for the years ended July 31, 2020 and 2019. B-1 Schedule "C" - Consolidated annual financial statements of World Copper for the year ended December 31, C-1 2019 and from incorporation on December 3, 2018 to December 31, 2018, and condensed consolidated interim financial statements for the nine month periods ended September 30, 2020 and 2019.
Schedule "D" - MD&A of World Copper for the year ended December 31, 2019 and from incorporation on D-1 December 3, 2018 to December 31, 2018, and MD&A of World Copper for the nine month periods ended September 30, 2020 and 2019.
Schedule "E" - Pro forma financial statements of the Resulting Issuer. E-1 Schedule "F" Escalones Exploitation Concessions. F-1

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CONSENTS AND CERTIFICATES

CONSENTS OF DAVIDSON & COMPANY LLP (AUDITOR OF THE COMPANY)

CONSENTS OF SMYTHE LLP (AUDITOR OF WORLD COPPER) CONSENT OF AUTHORS OF THE ESCALONES TECHNICAL REPORT CERTIFICATE OF THE COMPANY

CERTIFICATE OF WORLD COPPER

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GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Filing Statement. Terms and abbreviations used in the financial statements of the Company and World Copper are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

Unless otherwise indicated in this Filing Statement, references to "$" are to Canadian dollars. Certain additional terms are defined within the body of this Filing Statement and in such cases will have the meanings ascribed thereto.

" Acquisition " means the acquisition by the Company of all of the issued and outstanding World Copper Shares as contemplated in the Share Exchange Agreement.

" Affiliate " means a Person that is affiliated with another Person as described below.

(a) A company is an "Affiliate" of another company if:
(i) one of them is the subsidiary of the other, or
(ii) each of them is controlled by the same Person.
(b) A Person is a subsidiary of another Person if the Person is controlled by that other Person.
(c) A company is "controlled" by another Person if:
(i) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and
(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.
(d) A Person beneficially owns securities that are beneficially owned by:
(i) a company controlled by that first Person, or
(ii) an Affiliate of that Person or an Affiliate of any company controlled by that Person.

" Artemis " means Artemis Mining SpA.

" Associate " when used to indicate a relationship with a Person, means:

(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling it to more than 10% of the voting rights attached to outstanding securities of the issuer,
(b) any partner of the Person,
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity,
(d) in the case of a Person, a relative of that person, who is an individual
(i) that Person's spouse or child, or
(ii) any relative of the Person or of his spouse who has the same residence as that Person;

but

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(e) where the Exchange determines that two Persons shall, or shall not, be deemed to be Associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D of the Rule Book of the TSX Venture Exchange with respect to that Member firm, Member corporation or holding company.

" BCBCA " means the Business Corporations Act (British Columbia) S.B.C. 2002 c.57, as amended, including the regulations promulgated thereunder.

" Board " means the board of directors of the Company or the Resulting Issuer, as the context requires.

" Boezio Heirs " means Sociedad Legal Minera Los Escalones Uno Uno de San José de Maipo.

" Bonus Warrants " means the non-transferable World Copper Share purchase warrants issued to Hendrik van Alphen under the Van Alphen Loan, each Bonus Warrant being exercisable at a price of $0.10 per World Copper Share until June 26, 2022.

" Bosch " means Bosch Management Inc, a private company controlled by Hendrik van Alphen, which provides the services of Mr. van Alphen to act as the Chief Executive Officer of World Copper.

" Burns NSR Royalty " means the 3% net smelter returns royalty on the sale of mineral products derived from the Cristal Property in favour of Patrick James Burns, of which up to 2% may be purchased by World Copper (or its assigns), in the event of a decision by Mr. Burns to sell, assign, transfer or otherwise dispose of the Burns NSR Royalty, by paying no less than USD $2,000,000 for each percentage point, in accordance with the provisions of the Cristal Option Agreement.

" Capital Pool Company " or " CPC " means a corporation: (a) that has been incorporated or organized in a jurisdiction in Canada; (b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC Policy; and (c) in regard to which the completion of a Qualifying Transaction has not yet occurred.

" Chilean Assignment Agreement " means the assignment of the unilateral option to purchase mining claims with respect to the Cristal Property made effective July 23, 2019 between ENRG Chile and World Copper Chile.

" Closing " means the completion of the Acquisition and the Financing.

" Closing Date " means the date on which the Closing occurs.

" Company " means Allante Resources Ltd. (formerly Precision Enterprises Inc.), a corporation incorporated under the BCBCA.

" Company Shares " means the common shares in the capital of the Company or the Resulting Issuer, as the context may require.

" Completion Date " means the date of the Final Exchange Bulletin.

" Condor Royalty " means an additional 1% net smelter returns on the sale of mineral products derived from the Cristal Property in favor of Condor Resources Inc., 100% of which can be purchased for USD $1,000,000.

" Control Person " means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an Issuer so as to affect materially the control of that Issuer, or that holds more than 20% of the outstanding Voting Shares of an Issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the Issuer.

" CPC Escrow Agreement " means the escrow agreement on Exchange Form 2F made as of July 31, 2006 among the Company, Pacific Corporate Trust Company and certain shareholders of the Company, as modified by the Escrow Assumption Agreement among Pacific Corporate Trust Company, Olympia Trust Company and the Company made as of May 17, 2008 and the Escrow Assumption Agreement among the Company, Olympia Trust Company and Computershare Investor Services Inc. made as of February 29, 2012.

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" CPC Policy " means Policy 2.4 of the Exchange.

" Cristal Assignment Agreement" means the assignment and assumption agreement made effective March 27, 2019 between World Copper and ENRG.

" Cristal Option " means the option to acquire a 100% interest in the Cristal Property granted under the Cristal Option Agreement, subject to the Condor Royalty, the Burns NSR Royalty and, upon the formation of the Joint Venture, the ENRG Royalty. See " Information Concerning World Copper – Narrative Description of the Business – Property Acquisitions – Cristal Property ".

" Cristal Option Agreement " means a unilateral option to purchase mining concessions agreement dated effective August 4, 2017 made between Patrick James Burns and Artemis, pursuant to which the Cristal Option was granted to Artemis.

" Cristal Property " means the three mineral exploitation concessions (Cristal 1, 1 to 30, Cristal 3, 1 to 30 and Cristal 15, 1 to 30) that comprise the Cristal copper porphyry project located in northern Chile, near the Bolivia/Chile border.

" Debt Settlement Agreement " means the debt settlement agreement between World Copper and a third party dated September 15, 2020, whereby World Copper issued 1,500,000 World Copper Units to the third party at a deemed issuance price of $0.10 per share in settlement of a $150,000 loan owning to the third party.

" ENRG " means New Energy Metals Corp., formerly, Darien Resource Development Corp.

" ENRG Chile " means New Energy Metals SpA, a wholly owned Chilean subsidiary of ENRG.

" Escalones Exploitation Concessions " means 19 exploitation concessions that cover 4,689 hectares that are the subject of Escalones Option Agreement, as more particularly described in Schedule "F", which together with the Escalones Exploration Concessions comprise the Escalones Property.

" Escalones Exploitation Concessions Option " means the option to acquire a 100% interest in the Escalones Exploitation Concessions granted under the Escalones Option Agreement, subject to a royalty in favor the Boezio Heirs.

" Escalones Exploration Concessions " means 40 exploration concessions that cover 11,500 hectares staked by TMI Chile, which together with the Escalones Exploitation Concessions comprise the Escalones Property.

" Escalones Option Agreement " means the option agreement with respect to the Escalones Exploitation Concessions dated February 26, 2004, made between Compania Minera Productora, a predecessor of TMI Chile, and Juan Luis Boezio Sepúlveda, as amended on December 27, 2005, June 21, 2007, June 24, 2009, June 27, 2013, June 18, 2015, December 15, 2015, June 23, 2017, June 27, 2019 and June 24, 2020.

" Escalones Property " means the Escalones copper-gold porphyry project located in the Santiago Metropolitan Region, 97 km southeast of Santiago in Central Chile, 9 km west of the Argentinian border which is comprised of the Escalones Exploration Concessions and the Escalones Exploitation Concessions.

" Escalones Share Purchase Agreement " means the share purchase agreement made as of May 31, 2019 among Wealth Minerals Ltd., World Copper, ERC and Gold Springs, as amended by the first amendment to the Escalones Share Purchase Agreement dated June 27, 2019, the second amendment to the Escalones Share Purchase Agreement dated July 31, 2019, the third amendment to the Escalones Share Purchase Agreement dated August 23, 2019, the fourth amendment to the Escalones Share Purchase Agreement dated September 20, 2019 and the fifth amendment to the Escalones Share Purchase Agreement dated effective December 31, 2019, the sixth amendment to the Escalones Share Purchase Agreement dated effective March 27, 2020, the seventh amendment to the Escalones Share Purchase Agreement dated effective June 30, 2020 and the eighth amendment to the Escalones Share Purchase Agreement dated effective December 18, 2020.

" Escalones Technical Report " means the technical report prepared on the Escalones Property pursuant to NI 43-101 entitled "National Instrument 43-101 Technical Report: Mineral Resource Estimate for the Escalones Copper Project Santiago Metropolitan Region, Chile", by Hard Rock Consulting, LLC dated effective June 30, 2020, 2020 and dated September 17, 2020.

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" Escrow Agent " means Computershare Investor Services Inc., the registrar and transfer agent of the Company.

" Escrow Policy " means Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Exchange Policies.

" ERC " means Escalones Resource Corp., a wholly-owned subsidiary of Gold Springs.

" Exchange " means the TSX Venture Exchange Inc.

" Exchange Policies " means the policies of the Exchange and all bulletins, orders, policies, rules, regulations and by-laws of the Exchange as amended from time to time.

" Filing Statement " means this filing statement.

" Final Exchange Bulletin " means the bulletin issued by the Exchange following the Closing and the submission of all further documentation required by the Exchange, which evidences the final Exchange acceptance of the Qualifying Transaction.

" Financing " means the Minimum Financing or the Maximum Financing, as the context requires, which Financing will close immediately prior to or concurrently with the Closing.

" Finder's Warrants " means the non-transferable World Copper Share purchase warrants issuable to certain finders in connection with the Financing, as to 8% of the number of Offered Units issued under the Financing. Each Finder's Warrant is exercisable for one World Copper Share for a period of 24 months from the Closing Date at a price of $0.20 per Finder's Warrant.

" Form 51-102F6 " means Form 51-102F6 – Statement of Executive Compensation pursuant to National Instrument 51102 – Continuous Disclosure Obligations ).

" Gold Springs " means Gold Springs Resource Corp., formerly TriMetals Mining Inc.

" HRC " means the author of the Escalones Technical Report, Hard Rock Consulting, LLC.

" Insider " if used in relation to an issuer, means:

(a) a director or senior officer of the Issuer;
(b) a director or senior officer of a Person that is an Insider or subsidiary of the Issuer;
(c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of the Issuer; or
(d) the Issuer itself if it holds any of its own securities.

" Issuer " means a Person and its subsidiaries which have any of its securities listed for trading on the Exchange, and in this Filing Statement means the Company, as the context requires.

" Joint Venture " means the joint venture to be formed between ENRG Chile and World Copper Chile upon the exercise of the Cristal Option in full.

" MD&A " means management's discussion and analysis as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations .

" Member " means a member of the Exchange as defined in the TSX Venture Exchange Rules.

" Maximum Financing " means the sale of up to 27,083,333 Offered Units for a purchase price of $0.12 per Offered Unit for aggregate gross proceeds of up to $3,250,000.

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" Minimum Financing" means the sale of a minimum of 24,166,667 Offered Units for a purchase price of $0.12 per Offered Unit for aggregate gross proceeds of $2,900,000.

" NEO " or " Named Executive Officer " means:

(a) each individual who served as the Chief Executive Officer (" CEO ") of the Corporation or who acted in a similar capacity during the most recently completed financial year;
(b) each individual who served as the Chief Financial Officer (" CFO ") of the Corporation or who acted in a similar capacity during the most recently completed financial year;
(c) each of the company's three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 per year; or
(d) any additional individuals for whom disclosure would have been provided under clause (c) except that the individual was not serving as an officer of the company at the end of the most recently completed financial year.

" NI 43-101 " means National Instrument 43-101 – Standards of Disclosure for Mineral Projects , and the companion policies and forms thereto, as amended from time to time.

" NI 52-110 " means National Instrument 52-110 – Audit Committees , and the companion policies and forms thereto, as amended from time to time.

" Non Arm's Length Party " means in relation to a Person other than an individual, a promoter, officer, director, other Insider or Control Person of that Person (including an Issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any Person of which the individual is a promoter, officer, director, Insider or Control Person.

" Non Arm's Length Qualifying Transaction " means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction.

" Offered Unit Share " means a World Copper Share, which comprises part of an Offered Unit offered for sale under the Financing.

" Offered Unit Warrant " means a World Copper Share purchase warrant, which comprises part of an Offered Unit; each Offered Unit Warrant entitling the holder thereof to acquire one World Copper Share at an exercise price of $0.20 per share for a period of 24 months from the date of issuance.

" Offered Units " means the units of World Copper offered for sale under the Financing, each Offered Unit being comprised of one World Copper Share and one Offered Unit Warrant.

" Outside Date " means the latest date by which the transactions contemplated by this Agreement are to be completed, which date shall be January 31, 2021 or such later date as the Company and World Copper may mutually agree.

" Party " means a party to the Share Exchange Agreement, being World Copper, the Company and the World Copper Shareholders and " Parties " means all of them.

" Person " includes any natural person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, body corporate with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative.

" Qualifying Transaction " means, generally, a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means and, in respect of the Company, means the Acquisition, as more particularly described herein.

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" Resulting Issuer " means the Company existing on the Completion Date, and in this Filing Statement means the Company following completion of the Acquisition and upon the issuance of the Final Exchange Bulletin.

" Resulting Issuer Warrants " means the Company Share purchase warrant to be issued to the holders of the World Copper Warrants on completion of the Acquisition in exchange for the World Copper Warrants, which Resulting Issuer Warrants will have the same terms and exercise price as such World Copper Warrants.

" SEDAR " means System for Electronic Document Analysis and Retrieval being the official website that provides access to most public securities documents and information filed by Issuers and investment funds with the Canadian Securities Administrators at www.sedar.com.

" SERNAGEOMIN " means the National Geology and Mining Service of Chile.

" Share Exchange " means the proposed exchange of shares whereby the Company will acquire all of the issued and outstanding World Copper Shares, in exchange for the issuance of Company Shares to the shareholders of World Copper on a one (1) for one (1) basis.

" Share Exchange Agreement " means the Share Exchange Agreement dated as of February 28, 2020 among the Company, World Copper and the World Copper Shareholders, a copy of which will be filed on SEDAR under the profile of the Company, as amended by the first amendment to Share Exchange Agreement dated April 30, 2020, the second amendment to the Share Exchange Agreement dated September 15, 2020 and the third amendment to the Share Exchange Agreement dated November 13, 2020.

" Significant Assets " means, generally, one or more assets or businesses which, when purchased, optioned or otherwise acquired by a Person together with any other concurrent transactions, results in the Person meeting the minimum listing requirements of the rules and policies of the Exchange and, in respect of the Qualifying Transaction contemplated by this Filing Statement, means World Copper.

" Special Warrant " means the special warrant represented by the Special Warrant Certificate.

" Special Warrant Certificate " means the special warrant certificate to be dated on or about Closing, issued by World Copper to ERC, pursuant to which ERC is entitled, upon the deemed exercise of the Special Warrant and without payment of any additional consideration, to acquire, subject to the terms and conditions set out in the Special Warrant Certificate, the number of fully paid and non-assessable World Copper Shares or Company Shares, as the case may be, so as to maintain its 30% ownership interest in the Resulting Issuer immediately after the closing of the Acquisition and the Concurrent Financing (as defined in the Escalones Share Purchase Agreement). Thereafter, and upon the exercise of any Resulting Issuer Warrants outstanding at Closing, ERC has the right pursuant to the Special Warrant Certificate to acquire additional Company Shares to maintain its pro rata ownership interest equal to 30% (on a fully-diluted basis) in respect of dilution resulting upon the exercise of any such Resulting Issuer Warrants, without payment of any additional consideration therefore.

" Sponsor " has the meaning specified in Policy 2.2 Sponsorship and Sponsorship Requirements of the Exchange Policies.

" Stock Option " means incentive stock options issued pursuant to the Stock Option Plan.

" Stock Option Plan " means the stock option plan of the Company, as amended from time to time, as more particularly described in the section titled "Information Concerning the Company – Stock Option Plan" .

" Title Opinion " means an opinion of counsel, addressed to the Company and such other Persons as the Company may reasonably require, as to the ownership of World Copper's properties by the applicable subsidiary and the ownership of such subsidiary by World Copper, and as to such other matters as may be required by the Company, or its counsel, acting reasonably.

" TMI Chile " means TriMetals Mining Chile SCM, an indirect wholly-owned subsidiary of World Copper.

" Value Securities " means securities issued pursuant to a transaction, for which the deemed value of the securities at least equals the value ascribed to the asset, using a valuation method acceptable to the Exchange, or securities which are

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otherwise determined by the Exchange to be Value Securities and required to be placed in escrow under a Value Security Escrow Agreement.

" Value Securities Escrow Agreement " means the escrow agreement in Exchange Form 5D to which Value Securities will be subject and which will include Schedule B(2) of Form 5D, to be entered into in conjunction with the Acquisition in accordance with the Escrow Policy, among the Company, the Escrow Agent and certain shareholders of the Resulting Issuer.

" Van Alphen Loan " means the loan agreement dated June 23, 2020 between World Copper and Hendrik van Alphen, whereby Mr. van Alphen agreed to lend to World Copper the principal amount of $170,000. The loan has an 18-month term and an interest rate of 8% per annum, compounded annually. Pursuant to the Van Alphen Loan, World Copper issued 1,700,000 Bonus Warrants to Mr. van Alphen.

" Voting Share " means a security of an Issuer that:

(a) is not a debt security; and
(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

" Warrant Shares " means the World Copper Shares to be issued on the exercise of the World Copper Warrants.

" World Copper " means World Copper Ltd., formerly Wealth Copper Ltd., a corporation incorporated under the BCBCA.

" World Copper Chile " means Wealth Copper Chile SpA, a corporation existing under the laws of Chile, a wholly-owned Chilean subsidiary of World Copper.

" World Copper Shareholders " means the holders of the World Copper Shares.

" World Copper Shares " means the issued and outstanding common shares in the capital of World Copper.

" World Copper Units " means units of World Copper issued prior to the date of this Filing Statement, each unit being comprised of one World Copper Share and one World Copper Warrant.

" World Copper Warrants " means the World Copper Share purchase warrants issued by World Copper prior to the date of this Filing Statement, each World Copper Warrant entitling the holder to purchase one World Copper Share at any time on or before the first business day that is 60 months after the date of issuance.

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FORWARD LOOKING STATEMENTS

This Filing Statement contains forward-looking statements and information (collectively "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements with respect to financial and other projections, future plans of the Resulting Issuer, objectives or economic performance, the future price of metals, historical estimates of mineralization, capital expenditures, success of exploration activities, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, the completion of regulatory approvals or the assumption underlying any of the foregoing. In particular, forward-looking statements in this Filing Statement include, but are not limited to, statements relating to the Acquisition, the timing of the Closing, information concerning the Resulting Issuer, and projected revenues are forward looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements in this Filing Statement are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including the Company and World Copper's experience and perceptions of historical trends, current conditions and expected future developments, that market fundamentals will result in sustained silver, lithium, battery metals and precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Company's, World Copper's and the Resulting Issuer's projects in a timely manner, matters concerning the status of the economy and the mineral exploration industry in general, contracted parties providing goods and services on agreed timeframes, no unusual geological or technical problems occurring and no significant events occurring outside of the normal course of business for the Company or the Resulting Issuer, as well as other factors that are believed to be reasonable in the circumstances.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, including on the Cristal Property and the Escalones Property, the estimation or realization of mineral reserves and mineral resources, the fact that World Copper's interest in the Cristal Property and Escalones Exploitation Concessions are options only and there is no guarantee that such interest, if earned by World Copper or the Resulting Issuer, will be certain, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of silver, lithium, copper, cobalt and nickel, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID–19 on the Company, World Copper and the Resulting Issuer's business, financial condition and exploration and development activities, as applicable, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, other factors beyond the control of the Company, World Copper or the Resulting Issuer and other risks and uncertainties disclosed in the Company's annual and quarterly management's discussion and analysis and filed with the Canadian securities authorities. Additional risks and more information on the risks identified above are described in detail under the heading "Risk Factors".

Unless otherwise noted, the forward-looking statements contained in this Filing Statement speak only as of the date of this Filing Statement, and, except as required by applicable law, neither the Company, World Copper nor the Resulting Issuer undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all such factors and to assess in advance the impact of each such factor on the business of the Company, World Copper or the Resulting Issuer, or the extent to which any factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement.

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Additional risks and more information on the risks identified above are described in detail under the heading "Risk Factors".

INFORMATION CONCERNING THE COMPANY

The information contained or referred to in this Filing Statement relating to the Company has been furnished by the Company. In preparing this Filing Statement, World Copper relied upon the Company to ensure that the Filing Statement contains full, true and plain disclosure of all material facts relating to the Company. Although World Copper has no knowledge that would indicate that any statements contained herein concerning the Company are untrue or incomplete, neither World Copper nor its directors or officers assumes any responsibility for the accuracy or completeness of such information or for any failure by the Company to ensure disclosure of events or facts that may have occurred which may affect the significance or accuracy of any such information.

INFORMATION CONCERNING WORLD COPPER

The information contained or referred to in this Filing Statement relating to World Copper has been furnished by World Copper. In preparing this Filing Statement, the Company has relied upon World Copper to ensure that the Filing Statement contains full, true and plain disclosure of all material facts relating to World Copper. Although the Company has no knowledge that would indicate that any statements contained herein concerning World Copper are untrue or incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for any failure by World Copper to ensure disclosure of events or facts that may have occurred which may affect the significance or accuracy of any such information.

DATE OF INFORMATION

Except as otherwise indicated in this Filing Statement, all information disclosed in this Filing Statement is as of December 22, 2020 and the phrase "as of the date hereof" and equivalent phrases refer to December 22, 2020.

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SUMMARY

The following is a summary of information related to the Company, World Copper and the Resulting Issuer (assuming completion of the Acquisition) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement, including the Schedules, which are incorporated herein and form part of this Filing Statement. Certain capitalized words and terms used in this Summary are defined in the Glossary.

The Parties

The Company

The Company is a British Columbia based Capital Pool Company listed on the NEX board of the Exchange. The Company was incorporated on June 16, 2006 under the BCBCA and completed an initial public offering of the Company Shares on March 5, 2007 for gross proceeds of $400,000 which amount was used to provide the Company with funds with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction.

As of the date hereof, the Company has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated by the CPC Policy, the Company has not, and until Closing will not, carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. For more information on the Company see " Information Concerning the Company ".

World Copper

World Copper is a private company based in Vancouver, British Columbia. It was incorporated on December 3, 2018 under the BCBCA. World Copper has interests in copper and battery metal properties located in Chile. For more information on World Copper see " Information Concerning World Copper ".

The Acquisition

Management of the Company has identified the Acquisition of World Copper as a transaction that would be mutually beneficial for both the Company and World Copper and as an appropriate transaction to constitute its Qualifying Transaction. Following completion of the Acquisition, the Resulting Issuer is expected to be listed as a Tier 2 Issuer on the Exchange and World Copper's business will become the Resulting Issuer's business.

World Copper is a Vancouver, British Columbia based private exploration company focused on the discovery and development of copper deposits in Chile. World Copper has two properties – the Escalones Property and the Cristal Property. For more information concerning the business of World Copper, please see " Information Concerning World Copper – Property Acquisitions ".

The Company and World Copper have entered into the Share Exchange Agreement, pursuant to which the Company will acquire 100% of the issued and outstanding World Copper Shares from the World Copper Shareholders on a 1:1 basis. As consideration, the Company will issue to the World Copper Shareholders and World Copper warrant holders either: (i) assuming the Minimum Financing, an aggregate of: (A) 124,158,812 Company Shares; and (B) 54,129,655 Resulting Issuer Warrants; or (ii) assuming the Maximum Financing, an aggregate of: (A) 128,325,477 Company Shares; and (B) 57,279,655 Resulting Issuer Warrants. All Company Shares to be issued to the World Copper Shareholders pursuant to the Share Exchange will be issued at a deemed issuance price of $0.20 per Company Share. All Resulting Issuer Warrants to be issued to the World Copper Shareholders will be issued on the same terms as the World Copper Warrants.

As of the Closing Date, World Copper will not have any equity securities, securities convertible into equity securities, or any rights to receive equity securities issued and outstanding other than the World Copper Shares, the World Copper Warrants, the World Copper Units, the Bonus Warrants, the Special Warrant, the Offered Units, the Offered Unit

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Shares, the Offered Unit Warrants and the Finder's Warrants, all of which will be acquired by the Company on Closing. Upon Closing, World Copper will be a wholly-owned subsidiary of the Resulting Issuer.

The Share Exchange Agreement contains customary representations and warranties from the Parties. The Acquisition is subject to certain conditions, including World Copper and the Company obtaining all necessary regulatory approvals, including the approval of the Exchange.

Please see " Information Concerning the Company " and "Information Concerning World Copper" for further information.

For more detailed information regarding the Acquisition, please see " The Acquisition ".

It is currently contemplated that Closing will take place on or before January 31, 2021. However, Closing is conditional on a number of factors which are, in part, beyond the Parties' control, including the approval of the Exchange. The Share Exchange Agreement sets an outside date for Closing of January 31, 2021, which is subject to extension upon mutual agreement by the Company and World Copper.

Financing

In connection with the Acquisition, World Copper intends to conduct a private placement of a minimum of 24,166,667 Offered Units and a maximum of 27,083,333 Offered Units at a price of $0.12 per Offered Unit for minimum gross aggregate proceeds of $2,900,000 and maximum gross aggregate proceeds of $3,250,000, respectively. Each Offered Unit comprises one World Copper Share and one Offered Unit Warrant. Each Offered Unit Warrant is exercisable for one World Copper Share for a period of 24 months following issuance at a price of $0.20 per Offered Unit Warrant. The Financing is expected to close immediately prior to or concurrently with the Closing. In connection with the Financing, World Copper may issue Finder's Warrants in an amount equal to 8% of the aggregate number of Offered Units issued under the Financing to certain finders. Each Finder's Warrant is non-transferable and is exercisable for one World Copper Share for a period of 24 months following the Closing at a price of $0.20 per Finder's Warrant. For more information concerning the Financing, please see " The Acquisition - Financing ".

Escrow Restrictions

Company Shares issued to the Principals (as such term is defined in the Escrow Policy) of the Resulting Issuer pursuant to the Share Exchange Agreement will be subject to escrow restrictions pursuant to the terms of the Value Securities Escrow Agreement, and will be released from escrow based upon the passage of time over a period of 36 months in accordance with the Escrow Policy, such that 10% of the shares will be released on the Completion Date, with additional escrowed Company Shares being released in six tranches of 15% every six months thereafter. For additional information concerning the escrow restrictions applicable to the securities of the Resulting Issuer, please see " The Acquisition – Escrow Restrictions " and " Information Concerning the Resulting Issuer – Escrowed Securities ".

Changes to Board and Management of the Company

Upon Closing, all of the Company's existing directors and officers including Joe DeVries (Chief Executive Officer and President), Richard Barnett (Chief Financial Officer and Secretary), Ron Hughes and Drew Maness will resign and the Board of the Resulting Issuer will be reconstituted to be comprised of five (5) nominees of World Copper, including Hendrik van Alphen, Roberto Fréraut, Patrick James Burns, Stuart Ross and Matias Herrero.

Upon Closing, it is expected that the Resulting Issuer's management will be comprised of the following persons:

Hendrik van Alphen	Chief Executive Officer
Patrick James Burns	President
Sead Hamzagic	Chief Financial Officer
Marla Ritchie	Corporate Secretary

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Please see " The Acquisition – Directors and Management " and " Information Concerning the Resulting Issuer – Directors, Officers and Promoters " for additional information.

Interest of Insiders, Promoters or Control Persons

As of the date of this Filing Statement, Insiders of the Company hold 383,333 Company Shares.

See " Information Concerning the Resulting Issuer – Escrowed Securities " and " Pro-Forma Capitalization" for more information.

Arm's Length Transaction

The Company and World Copper have determined that the Acquisition is not a Non-Arm's Length Qualifying Transaction under the policies of the Exchange.

Available Funds

The total funds available to the Resulting Issuer at Closing, including the Company's estimated working capital deficit as at November 30, 2020 of $(445,137.00), World Copper's estimated working capital deficit as at November 30, 2020 of $(231,277.44), and the debt settlement under the Share Exchange Agreement of $320,000 are estimated to be between $2,543,585.00 and $2,893,585.56 depending on whether the Minimum Financing or Maximum Financing is completed, respectively. The principal purpose of such funds, after giving effect to the Acquisition and for the 12 months thereafter, will be for, among other things, working capital and future exploration activities on the Resulting Issuer's mineral properties, primarily focused on the Escalones Property, including the work program as recommended in the Escalones Technical Report and general administrative expenses. It is anticipated that the Resulting Issuer will use such funds as follows:

Principal Purpose	Allocation of Proceeds(1)	Allocation of Proceeds(1)
	Minimum Amount	Maximum Amount
Cost of completing the Acquisition and the Financing(2)	$347,000.00	$347,000.00
Professional fees	$111,320.00	$111,320.00
Accounting and bookkeeping	$83,431.00	$83,431.00
Office rent	$48,708.00	$48,708.00
Marketing	$78,200.00	$78,200.00
Management and consulting fees	$258,000.00	$258,000.00
General and administrative expenses	$76,000.00	$76,000.00
Option payments with respect to the Escalones Property(3)	$594,000.00	$594,000.00
Payments to ERC under the Escalones Share Purchase Agreement	$350,000.00	$350,000.00
Cash Reimbursement to ERC under the Escalones Share Purchase Agreement	$72,900.00	$72,900.00
Phase I work program on the Escalones Property(5)	$290,823.00	$290,823.00
Unallocated working capital	$233,203.00	$583,203.00
TOTAL:	$2,543,585.00	$2,893,585.00

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Notes:

(1) See " Information Concerning the Resulting Issuer – Available Funds and Principal Purposes " below. The Resulting Issuer intends to spend the funds available to it as stated in this Filing Statement. There may be circumstances, however, where for sound business reasons a reallocation of funds may be necessary.

(2) The amount includes legal fees, audit fees, Exchange listing fees and finder's fees payable in connection with the Financing. (3) See " Information Concerning World Copper – Property Acquisitions " below for a summary of the property option payments to be made under the Escalones Option Agreement.

(4) See " Information Concerning World Copper – Narrative Description of the Business – Recommendations.

(5) Amounts due to ERC and Gold Springs within the 12 months after Closing under the Escalones Share Purchase Agreement have been included as a current liability in the calculation of World Copper's working capital. See note 3 to the World Copper condensed consolidated interim financial statements for the nine-month periods ended September 30, 2020 and 2019 attached hereto as Schedule "C".

The Resulting Issuer intends to spend the funds available to it upon Closing to further the Resulting Issuer's stated business objectives. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Resulting Issuer to achieve its stated business objectives.

See " Information Concerning the Resulting Issuer – Available Funds and Principal Purposes " for more information.

Selected Financial Information

The following table sets out certain financial information for the Company and World Copper and pro forma financial information for the Resulting Issuer, after giving effect to the Acquisition and certain other adjustments.

The following information should be read in conjunction with the financial statements and reports thereon included in the Schedules to this Filing Statement, being:

Schedule "A"	-	Audited annual financial statements of the Company for the years ended July 31, 2020 and
		2019.
Schedule "B"	-	MD&A of the Company for the years ended July 31, 2020 and 2019.
Schedule "C"	-	Audited annual financial statements of World Copper for the year ended December 31, 2019
		and from incorporation on December 3, 2018 to December 31, 2018, and condensed
		consolidated interim financial statements for the nine month periods ended September 30,
		2020 and 2019.
Schedule "D"	-	MD&A of World Copper for the year ended December 31, 2019 and from incorporation on
		December 3, 2018 to December 31, 2018, and MD&A of World Copper for the nine month
		periods ended September 30, 2020 and 2019.
Schedule "E"	-	Pro forma consolidated financial statements of the Resulting Issuer.

	The Company for the Year Ended July 31, 2020 (audited)	World Copper for the Nine-Month Period Ended September 30, 2020 (unaudited)	World Copper for the Year Ended December 31, 2019 (audited)	Pro Forma as at July 31, 2020 (unaudited)
Current Assets	$60	$978,342	$176,673	$3,669,739
Total Assets	$60	$5,163,412	$4,229,692	$9,468,398
Current Liabilities	$426,647	$1,069,982	$1,572,482	$1,176,629
Total Liabilities	$426,647	$1,569,982	$1,572,482	$1,676,629
Total Shareholder's Equity (Deficiency)	$(426,587)	$3,593,430	$2,657,210	$7,791,769
Income (Loss)	$(53,389)	($1,347,224)	$(681,791)	N/A

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Market for Securities

The Company Shares were listed for trading on the Exchange on March 7, 2007 under the trading symbol "PSC.P". The Company's current trading symbol is "ALL.H". Trading in the Company Shares on the NEX board of the Exchange was voluntarily halted on June 10, 2019 pending completion of the Acquisition. The closing price of the Company Shares on June 9, 2019, being the last trading day prior to the announcement of the Qualifying Transaction, was $0.16. See "Information Concerning the Company – Stock Exchange Price" .

Upon completion of the Acquisition, the Company Shares will continue to be listed on the Exchange, but it is intended that they will be listed on Tier 2 (as opposed to the NEX board) under the trading symbol "WCU".

No World Copper Shares have traded on the facilities of any stock exchange.

Sponsorship

The Company and World Copper are expecting to rely on an exemption from the requirement to engage a sponsor (as specified in Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements ) in connection with the Qualifying Transaction.

See " Information Concerning the Resulting Issuer – Sponsorship and Agency Relationship ".

Conflicts of Interest

There may be potential conflicts of interests to which one or more directors, officers, Insiders and promoters of the Resulting Issuer will be subject in connection with the operations of the Resulting Issuer. One or more of the directors, officers, Insiders or promoters of the Resulting Issuer have been and will continue to be engaged in the management, and identification and evaluation for the purpose of potential acquisition or disposition, of interests in businesses, properties and corporations on their own behalf and on behalf of other corporations, including with respect to other businesses, properties and corporations in the mining industry. Accordingly, situations may arise where some directors, officers, Insiders and promoters will be in direct competition with the Resulting Issuer.

Except as otherwise disclosed herein, there are no known or expected conflicts of interest among the Resulting Issuer, its promoters, directors and officers or other members of management of the Resulting Issuer of interest among the Resulting Issuer, its promoters, directors and officers or other members of management of the Resulting Issuer or of any proposed promoter, director, officer or other member of management as a result of their outside business interests except as follows:

(a) Certain of the directors and officers serve as directors and officers of other companies and therefore it is possible that a conflict may arise between their duties to the Resulting Issuer and their duties as a director or officer of such other companies.
(b) Patrick James Burns is the vendor of the Cristal Property under the Cristal Option Agreement. Mr. Burns was not a director or officer of World Copper at the time the Cristal Assignment Agreement was entered into. As at the date of this Filing Statement, World Copper made option earn-in payments to Mr. Burns in the aggregate amount of $85,047, consisting of common shares with a fair value of USD$18,500 and $66,547 in cash. Mr. Burns is involved in the mining business in Chile, the Resulting Issuer's area of interest. Accordingly, there is the potential that a conflict of interest may arise in the future with respect to the acquisition of additional mineral properties.

Please see "Information Concerning the Resulting Issuer – Conflicts of Interest".

For information concerning the director and officer positions held by the proposed directors and officers of the Resulting Issuer, please see "Information Concerning the Resulting Issuer – Other Reporting Issuer Experience".

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Interests of Experts

Except as set out below, to the knowledge of the directors and officers of each of the Company and World Copper, as of the date of this Filing Statement no direct or indirect interest in the Company or World Copper is held or will be received by any experts. Please see " Information Concerning the Resulting Issuer – Experts " for more information.

Risk Factors

An investment in the Resulting Issuer is subject to a number of risks that should be considered by holders of securities in the Resulting Issuer after giving effect to the Acquisition. See " Risk Factors " for a more detailed description of the risk factors. Readers are cautioned that the Company Shares are a risky and speculative investment.

Additionally, there are certain risks that the Resulting Issuer will face in its normal course of business following completion of the Acquisition, which include, but are not limited to, the following: (i) acquisition, exploration, development and production risks; (ii) risks relating to the Resulting Issuer's substantial capital requirements and the ability of the Resulting Issuer to obtain additional financing to meet its business needs; (iii) risks relating to the prices of precious metals, in particular gold and platinum; (iv) risks regarding mineral resource estimates, if any; (v) environmental risks; (vi) risks concerning access to the Resulting Issuer's properties in Chile; (vii) risks associated with foreign operations; (viii) the Resulting Issuer's reliance on key employees and contractors; (ix) potential conflicts of interest between the Resulting Issuer and its directors and officers; (x) risks concerning governmental regulations and processing of permits and licenses; (xi) currency risks; (xii) risks associated with the limited operating history of the Resulting Issuer; and (xiii) risks relating to the structure of the Resulting Issuer such as dilution, potential volatility of share price, no guaranteed returns and limited prior public market for the securities of the Resulting Issuer.

Conditional Approval

The Exchange has conditionally approved the Acquisition and Financing subject to the Company and World Copper fulfilling all of the requirements of the Exchange.

Shareholder Approval

The CPC Policy provides that the Company is not required to obtain shareholder approval for the Acquisition, in light of the fact that the Acquisition is not a Non-Arm's Length Qualifying Transaction within the meaning of Exchange Policies.

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RISK FACTORS

The following are certain factors relating to the business of the Resulting Issuer assuming completion of the Acquisition, which factors investors should carefully consider when making an investment decision concerning the Company Shares. These risks and uncertainties are not the only ones facing the Resulting Issuer. Additional risks and uncertainties not presently known to the Company or World Copper, or that the Company or World Copper currently deem immaterial, may also impair the operations of the Resulting Issuer. If any such risks actually occur, the financial condition, liquidity and results of operations of the Resulting Issuer could be materially adversely affected and the ability of the Resulting Issuer to implement its growth plans could be adversely affected.

An investment in Company Shares should be considered highly speculative due to the nature of World Copper's existing business and operations, and because of the uncertainty related to completion of the Acquisition. In addition to the other information in this Filing Statement, an investor should carefully consider each of, and the cumulative effect of the following factors, which assume the completion of the Acquisition.

The risks presented below may not be all of the risks that the Resulting Issuer may face. It is believed that these are the factors that could cause actual results to be different from expected and historical results. Other sections of this Filing Statement include additional factors that could have an effect on the business and financial performance of the business following the completion of the Acquisition. The Resulting Issuer will be in the business of exploring mineral properties, which is a highly speculative endeavor. Further, the market in which the Resulting Issuer will compete is very competitive and subject to rapid changes. New risks may emerge, many of which the Company and World Copper's management may not be able to predict, or be able to predict as to how they may cause actual results to differ from those contained in any forward-looking statements. Readers should not rely upon forward-looking statements as a prediction of future results.

Completion of the Acquisition

There are risks associated with the Acquisition including: (i) market reaction to the Acquisition; (ii) future trading prices of the Company Shares cannot be predicted; (iii) uncertainty as to whether the Acquisition will have a positive impact on the entities involved therein; and (iv) there is no assurance that required regulatory approvals will be received.

The completion of the Acquisition is subject to several conditions under the Share Exchange Agreement. See " The Acquisition – Conditions to the Acquisition ". In the event that any of those conditions are not satisfied or waived by the party for whose benefit such condition exists, the Acquisition may not be completed.

The Company may not realize the anticipated benefits of the Acquisition. Achieving the benefits of the Acquisition will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as the Resulting Issuer's ability to realize the anticipated growth opportunities and synergies from combining the businesses of World Copper and the Company. The required efforts could divert management's focus and resources from other strategic opportunities and from operational matters during the integration process.

Exploration, Development and Production Risks

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in the Resulting Issuer's resource base.

The Resulting Issuer's operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk are expected to be taken, operations are subject to

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hazards that may result in environmental pollution, and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Resulting Issuer.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The remoteness and restrictions on access of properties in which the Resulting Issuer has an interest will have an adverse effect on profitability as a result of higher infrastructure costs. There are also physical risks to the exploration personnel working in the terrain in which the Resulting Issuer's properties will be located, often in poor climate conditions.

The long-term commercial success of the Resulting Issuer depends on its ability to explore, develop and commercially produce minerals from its properties and to locate and acquire additional properties worthy of exploration and development for minerals. No assurance can be given that the Resulting Issuer will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, the Resulting Issuer may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participation uneconomic.

Substantial Capital Requirements

The proposed management of the Resulting Issuer anticipates that it may make substantial capital expenditures for the acquisition, exploration, development and production of its properties, in the future. As the Resulting Issuer will be at the exploration stage with no revenue being generated from the exploration activities on its mineral properties, the Resulting Issuer may have limited ability to raise the capital necessary to undertake or complete future exploration work, including drilling programs. Future activities may require the Resulting Issuer to alter its capitalization significantly. Any restriction on the Resulting Issuer's access to sufficient capital for its operations could have a material adverse effect on the Resulting Issuer's financial condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause the Resulting Issuer to forfeit its interest in the Cristal Property or the Escalones Exploitation Concessions, miss certain acquisition opportunities and reduce or terminate its operations.

Political Risk

Mineral exploration and mining activities may be affected in varying degrees by political instability, expropriation of property and changes in government regulations such as tax laws, business laws, environmental laws and mining laws, affecting the Resulting Issuer's business in that jurisdiction. Any changes in regulations or shifts in political conditions are beyond the control of the Resulting Issuer and may adversely affect its business, or if significant enough, may make it impossible to continue to operate in a particular jurisdiction. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental legislation and mine safety.

Competition

The mining industry is highly competitive. Many of the Resulting Issuer's competitors for the acquisition, exploration, production and development of mineral properties, and for capital to finance such activities, will include companies that have greater financial resources, personnel resources, operational experience and technical capabilities available to them than the Resulting Issuer. Increased competition could adversely affect the Resulting Issuer's ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

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Volatility of Mineral Prices

The market price of any mineral is volatile and is affected by numerous factors that are beyond the Resulting Issuer's control. These include international supply and demand, the level of consumer product demand, international economic trends, currency exchange rate fluctuations, the level of interest rates, the rate of inflation, global or regional political events and international events as well as a range of other market forces. Sustained downward movements in mineral market prices could render less economic, or uneconomic, some or all of the mineral extraction and/or exploration activities to be undertaken by the Resulting Issuer.

Cyclical Nature of Mining

The mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. At the present time, among other things, trade frictions and geopolitical uncertainty have affected global mineral prices. It is difficult to assess how long trends may continue.

Trading Price of the Company Shares

During the past few years, worldwide securities markets, particularly those in the United States and Canada, have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered to be exploration or development stage companies, have experienced declines in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Market forces may render it difficult or impossible for the Resulting Issuer to secure investors to purchase new share issues at a price which will not lead to severe dilution to existing shareholders, or at all. Therefore, there can be no assurance that significant fluctuations in the trading price of the Company Shares will not occur, or that such fluctuations will not materially adversely impact the Resulting Issuer's ability to raise equity funding without significant dilution to its existing shareholders, or at all.

The trading price of the Company Shares could also fluctuate significantly in response to, inter alia , quarterly variations in operating results, general economic outlook, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of competitors or changes to the regulatory environment in which the Resulting Issuer operates. Market conditions may affect the Company Shares regardless of the Resulting Issuer's operating performance or the overall performance in the industry. Accordingly, the market price of the Company Shares may not reflect the underlying value of the Resulting Issuer's net assets, and the price at which investors may dispose of their Company Shares at any point in time may be influenced by a number of factors, only some of which may pertain to the Resulting Issuer, while others of which may be outside the Resulting Issuer's control. The market price of the Company Shares could decline due to sales of a large number of Company Shares in the market or the perception that such sales could occur. Such sales could also make it more difficult for the Resulting Issuer to offer equity securities in the future at a time and at a price that is deemed appropriate.

In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial cost and diversion of management's attention and resources, which could materially and adversely harm the Resulting Issuer and its financial position.

Environmental Risks

All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and local laws and regulations. Environmental legislation generally provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations.

The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures

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and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Resulting Issuer and cause increases in capital expenditures or production costs or reduction in levels of production at any future producing properties or require abandonment or delays in the development of new mining properties.

Chilean Environmental Regulation

The Resulting Issuer's exploration plans on its Chilean properties are subject to the projects entering into the Chilean Environmental Impact Assessment System ("SEIA", or "Sistema de Evaluación de Impacto Ambiental") and are subject to the Resulting Issuer's submission of a Declaration of Environmental Impact ("DIA") or an Environmental Impact Study ("EIS"), as applicable. There is no guarantee that the Resulting Issuer's DIA and/or EIS will be approved, and there is the risk that the Resulting Issuer's exploration plans will be subject to the fulfilment of certain provisions or rejected entirely. In addition, the profitability of any mining prospect is affected by the market for precious and/or base metals which is influenced by many factors including changing production costs, the supply and demand for metals, the rate of inflation, the inventory of metal producing corporations, the political environment and changes in international investment patterns. This may have a material adverse effect on the Resulting Issuer's business, revenue, profit and financial condition.

Access to World Copper's Properties

Although the Resulting Issuer generally acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement of such rights through the applicable courts can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or land owners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry on exploration and mining activities, the Resulting Issuer will be able to negotiate a satisfactory agreement with any such existing landowners and occupiers for such access, and therefore it may be unable to carry out mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Resulting Issuer may need to rely on the assistance of local officials or the courts in such jurisdiction. This may have a material adverse effect on the Resulting Issuer's business, revenue, profit and financial condition.

Moreover, exploration, development and mining activities are depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. World Copper's operations are located in Chile where infrastructure may not always be adequate to support exploration, development and mining activities. Inadequate infrastructure or interference in the maintenance or provision of such infrastructure could adversely affect the Resulting Issuer's ability to explore, develop and mine the Cristal Property and the Escalones Property.

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Climate changes or prolonged periods of inclement weather may severely limit the length of time per year in which exploration, development and production can be carried out, which could have a material adverse effect on the Resulting Issuer's exploration, development and mining of the Cristal Property and the Escalones Property.

Regulatory Matters

The Resulting Issuer's exploration activities, development projects and any future mining operations are subject to laws and regulations in Chile governing the acquisition and retention of title to mineral rights, exploration activities and mine development, production and postclosure reclamation, exports, health and worker safety, employment standards, waste disposal, management and use of toxic substances and explosives, protection of the environment, management of natural resources, price controls, taxation, regulations concerning business dealings with indigenous peoples, local title, heritage matters, and protection of endangered and protected species and other matters. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties, enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions, any of which could result in the Resulting Issuer incurring significant expenditures. The Resulting Issuer may also be required to compensate those suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements

It is possible that operations could be impacted as a result of compliance with these laws and regulations. It is also possible that future changes in applicable laws, regulations, and agreements, or changes in their enforcement, regulatory interpretation or application could result in changes to legal or practical requirements or the terms of existing permits, rights and agreements applicable to the Resulting Issuer or its projects, which could have a material and adverse impact on the Resulting Issuer's current exploration activities, planned development projects or future mining operations, including by requiring the Resulting Issuer to cease, materially delay or restrict exploration, development or mining operations.

Where required, obtaining necessary permits or rights to conduct exploration or mining operations can be a complex and time-consuming process and the Resulting Issuer cannot assure whether any necessary permits or rights will be obtainable on acceptable terms, in a timely manner, or at all. The costs and delays associated with obtaining necessary permits or rights and complying with these permits or rights and applicable laws and regulations could stop, delay or restrict the Resulting Issuer from proceeding with exploration activities or with development or mining operations. Any failure to comply with applicable laws, regulations, permits or rights, even if inadvertent, could result in the material interruption or restriction of exploration activities, development or mining operations, or fines, penalties or other liabilities.

Foreign Operations

World Copper's exploration properties are located in Chile. As such, the Resulting Issuer's operations may be exposed to political, economic, and other risks and uncertainties. These risks and uncertainties include, but are not limited to, fluctuations in currency exchange rates, high rates of inflation, the risks of labour, war and civil unrest, expropriation and nationalization, aboriginal groups claiming title to land upon which the Resulting Issuer's properties are situated, procedures and mining laws (including permits issued in accordance therewith), renegotiation or nullification of existing permits and contracts, illegal mining, changes in laws, changes in taxation policies, restrictions on foreign exchange and repatriation, and changing political conditions and uncertainty, currency controls, and governmental regulations that favour or require the awarding of contracts to local contractors, or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Chile does not have a history of hostage taking, but such risk is inherent in operating in remote areas of emerging countries. Foreign investments may also be adversely affected by changes in Canadian laws and regulations relating to foreign trade, investment and taxation. If the Resulting Issuer's operations in a particular foreign country were halted, delayed or interfered with, the Resulting Issuer's business could be adversely affected.

Future political and economic conditions may result in a government adopting different policies with respect to foreign development and ownership of mineral resources. Any changes in policy may result in changes in laws affecting ownership of assets, foreign investment, taxation, rates of exchange, resource sales, environmental protection, labour relations, price controls, repatriation of income, limitations on ownership, and return of capital, which may affect both

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the ability of the Resulting Issuer to undertake exploration and development activities in respect of future properties in the manner currently contemplated, as well as its ability to continue to explore, develop, and operate those properties to which it has rights relating to exploration, development, and operations.

World Copper is materially dependent upon its operations in Chile. Any changes in regulations or shifts in political conditions in Chile are beyond the control of the Resulting Issuer and may adversely affect the Resulting Issuer's business, financial condition and prospects or if significant enough, may result in the impairment or loss of mineral concessions or other mineral rights, or may make it impossible to continue its mineral exploration and mining activities. Future development and operations may be affected in varying degrees by one or more of the factors set forth above. The effect of these factors cannot be accurately predicted.

Uncertainty of Reserve and Resource Estimates

Unless otherwise indicated, mineralisation figures presented in the Resulting Issuer's filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by the Resulting Issuer's personnel and independent geologists. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. There can be no assurance that (i) the estimates will be accurate, (ii) reserve, resource or other mineralisation figures will be accurate, or (iii) such mineralisation could be mined or processed profitably.

Because neither World Copper nor the Resulting Issuer have commenced production at any of their properties, and have not defined or delineated any proven or probable reserves on any of its properties, mineralisation estimates for properties may require adjustments or downward revisions based upon further exploration or development work or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that minerals recovered in small-scale tests will be duplicated in largescale tests under on-site conditions or in production scale.

The Resulting Issuer has not established the presence of any resources or any proven or probable reserves at any of its mineral properties. There can be no assurance that subsequent testing or future studies will establish any resources or proven or probable reserves at the Resulting Issuer's properties. The failure to establish proven or probable reserves could restrict the Resulting Issuer's ability to successfully implement its strategies for long-term growth.

General Economic Conditions

A slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Resulting Issuer's growth and profitability. Specifically: (i) a global credit/liquidity crisis could significantly materially adversely affect the cost and availability of financing and the Resulting Issuer's overall liquidity; (ii) volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and (iii) the devaluation and volatility of global stock markets impacts the valuation of the Company Shares, would significantly adversely affect the Resulting Issuer's ability to raise funds through the issuance of equity securities. These factors could have a material adverse effect on the Resulting Issuer's financial condition and results of operations.

Pandemics, Natural Disasters, Terrorism or other Unforeseen Events

The outbreak of infectious disease or occurrence of pandemics, such as the recent outbreak of the novel coronavirus COVID-19; natural disasters; terrorism or other unanticipated events, in any of the areas in which the Resulting Issuer, its customers or its suppliers operate could cause interruptions in the Resulting Issuer's operations. In addition, pandemics, natural disasters, terrorism or other unforeseen events could negatively impact global supply chains, project development, operations, labour shortages, and financial markets and cause increase costs to the Resulting Issuer, which could have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations and cash flows.

The current COVID-19 pandemic could adversely affect the Resulting Issuer's business, results of operations and financial condition. Current global financial conditions have seen significant volatility and access to financial markets

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has been restricted. These factors may impact the ability of the Resulting Issuer to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Resulting Issuer. While it is difficult to predict the extent to which the pandemic will continue to impact economic and social conditions, international travel restrictions may impact the Resulting Issuer's ability to obtain necessary materials and inhibit travel of our directors, officers and representatives. Further, travel restrictions and self-isolation measures may result in a shortage in the Chilean labour market which would have a material impact on the Resulting Issuer's ability to conduct exploration activity on its properties. If these increased levels of volatility and market turmoil continue, the Resulting Issuer's operations could be adversely impacted and the value and the price of the Company Shares could continue to be adversely affected.

Key Personnel

The success of the Resulting Issuer will be largely dependent upon the performance of its management and key employees and contractors. In assessing the risk of an investment in the shares of the Resulting Issuer, potential investors should realize that they are relying on the experience, judgment, discretion, integrity and good faith of the proposed management of the Resulting Issuer. In the event of the departure of any key personnel, the Resulting Issuer believes that it will be successful in attracting and retaining qualified successors, but there can be no assurance of such success. If the Resulting Issuer is not successful in attracting and retaining qualified personnel, the efficiency of its operations could be affected, which could have a material adverse impact on the Resulting Issuer's future cash flows, earnings, results of operations and financial condition. See also " Information Concerning the Resulting Issuer – Directors and Officers " and " Information Concerning the Resulting Issuer – Management ".

Conflicts of Interest

Certain of the directors and officers of the Resulting Issuer will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Resulting Issuer may become subject to conflicts of interest. The BCBCA provides that in the event that a director or senior officer has a material interest in a contract or proposed contract or agreement that is material to the Issuer, the director or senior officer must disclose his interest in such contract or agreement and a director must refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved by the Resulting Issuer in accordance with the provisions of the BCBCA. To the proposed management of the Resulting Issuer's knowledge, as at the date hereof there are no existing or potential material conflicts of interest between the Resulting Issuer and a proposed director or officer of the Resulting Issuer except as otherwise disclosed in this Filing Statement.

Dividends

Neither the Company nor World Copper has paid any dividends on its outstanding shares, nor is there any intention of the Resulting Issuer paying dividends in the foreseeable future. Any decision to pay dividends on the shares of the Resulting Issuer will be made by its board of directors in accordance with the provisions of the BCBCA and on the basis of the Resulting Issuer's earnings, financial requirements and other conditions.

Permits and Licenses

The activities of the Resulting Issuer are subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters, including issues affecting local populations. There can be no assurance that the Resulting Issuer will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects, on reasonable terms or at all. Delays or a failure to obtain such licenses and permits or a failure to comply with the terms of any such licenses and permits that the Resulting Issuer does obtain, could have a material adverse effect on the Resulting Issuer.

Further, although the Resulting Issuer believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, production or

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development. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Resulting Issuer. Further, the permits issued in respect of its projects may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of the Resulting Issuer's investments in such projects may decline.

Assurance of Rights and Title

Ownership in mineral property interests involves certain inherent risks due to the difficulties of determining and obtaining clear title to claims as well as the potential for problems and other interests arising from the frequently ambiguous conveyance history characteristics of many mineral properties.

World Copper and the Company have taken steps to attempt to ensure that proper title to the Cristal Property and the Escalones Property has been obtained. Despite such due diligence, there is no guarantee that the Resulting Issuer's title or right to conduct exploration and development work on its properties will not be challenged or impugned. The Resulting Issuer's mineral property interests may be subject to prior unregistered agreements or transfers or aboriginal land claims and title may be affected by undetected defects.

If the Resulting Issuer loses or abandons its interest in any of its mineral properties, there is no assurance that the Resulting Issuer will be able to acquire another mineral property of merit or that such an acquisition would be approved by the Exchange or applicable regulatory authorities. There is also no guarantee that the Exchange will approve the acquisition of any additional mineral property interests by the Resulting Issuer, whether by way of option or otherwise, should the Resulting Issuer wish to acquire any additional property interests.

History of Net Losses

The Resulting Issuer does not have sufficient financial resources to fund all of the Resulting Issuer's proposed acquisition, exploration and development programs. Future property acquisitions and the development of the Resulting Issuer's properties will therefore depend upon the Resulting Issuer's ability to obtain financing through the joint venturing of projects, private placement financing, public financing, short or long term borrowings or other means. There is no assurance that the Resulting Issuer will be successful in obtaining the required financing. Failure to raise the required funds could result in the Resulting Issuer losing, or being required to dispose of, its interest in its properties.

Neither World Copper nor the Company has generated significant revenue from its respective businesses. Even if the Resulting Issuer does undertake development activity on any of World Copper's properties, there is no certainty that the Resulting Issuer will produce revenue, operate profitably or provide a return on investment in the future.

Currency Fluctuations

The Resulting Issuer will maintain its accounts in Canadian dollars. The Resulting Issuer's operations in Chile will make it subject to foreign currency fluctuations and such fluctuations may have a material adverse effect on the Resulting Issuer's financial position and results. Such fluctuations are out of its control and may materially adversely affect the Resulting Issuer's financial position and results.

Uninsured Risks

In the course of exploration, development and production of mineral properties, certain risks and, in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Resulting Issuer may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Issuer.

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Contractual Risk

The Company and World Copper are parties to various contracts and it is always possible that contracts to which they are parties will not be fully performed by other contracting parties.

Unforeseen Expenses

While the Resulting Issuer is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expected use of proceeds of the Resulting Issuer may be adversely affected.

THE ACQUISITION

The Acquisition

The Company and World Copper have agreed to complete a merger of their businesses and assets by way of the Acquisition. The Acquisition is not a Non-Arm's Length Qualifying Transaction within the meaning of Exchange Policies as World Copper has no relationship to the Company or its Affiliates and Associates and the Company has no relationship to World Copper or its Affiliates and Associates.

Pursuant to the provisions of the Share Exchange Agreement, the Company will acquire 100% of the issued and outstanding World Copper Shares (and securities convertible into World Copper Shares) from the World Copper Shareholders in exchange for Company Shares issued on a 1:1 basis. Upon closing it is expected that a total of 124,158,812 or 128,325,477 World Copper Shares will be acquired by the Company depending on whether the Minimum Financing or Maximum Financing is completed, respectively, which World Copper Shares will represent all of the issued and outstanding World Copper Shares at Closing.

Share Exchange Agreement

The Company entered into the Share Exchange Agreement made as of February 28, 2020, as amended on April 30, 2020 and September 15, 2020, pursuant to which the Company proposes to acquire all of the issued and outstanding World Copper Shares in exchange for the issuance of an equal number of Company Shares to the World Copper Shareholders on Closing. The Acquisition is subject to Exchange approval.

The Acquisition will be effected in accordance with the Share Exchange Agreement, a copy of which will be filed by the Company on SEDAR at www.sedar.com as a material document. The Share Exchange Agreement contains certain representations and warranties made by each of World Copper and the Company in respect of the assets, mineral properties, liabilities, capital, financial position and operations of the Company and World Copper, respectively (and as applicable), and by the World Copper Shareholders in respect of their World Copper Shares. In addition, each of World Copper and the Company provide covenants which govern the conduct of their operations and affairs prior to the completion of the Acquisition, and the World Copper Shareholders provide covenants regarding their conduct with respect to their World Copper Shares prior to the completion of the Acquisition. The Share Exchange Agreement contains a number of conditions precedent to the obligations of the Company and World Copper thereunder. Unless all of such conditions are satisfied or waived by the party or parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the Acquisition will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.

Further, pursuant to the Share Exchange Agreement, World Copper agreed to settle a debt in the aggregate amount of $320,000 payable by the Company to a company controlled by Joe DeVries, President of the Company, by issuing World Copper Shares with a deemed issuance price equal to the price per Offered Unit under the Financing to such company immediately prior to Closing.

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Covenants

The Parties have each given to the other usual and customary covenants in respect of the Acquisition, including, among other things, to use its commercially reasonable efforts to not take any action, or refrain from taking any action or permit any action to be taken or not taken that is inconsistent with the provisions of the Share Exchange Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated by the Share Exchange Agreement or would render, or that could reasonably be expected to render, any representation or warranty made by it in the Share Exchange Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on such Party. The Company and World Copper have also covenanted and agreed with each other to, among other things, (i) use commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by the Share Exchange Agreement and (ii) obtain all other consents, approvals and authorizations as are required to be obtained by it under any applicable laws and the policies and rules of the Exchange.

The Parties have agreed to bear their own costs incurred in connection with the Acquisition.

Conditions to the Acquisition

The respective obligations of the Company and World Copper to complete the transactions contemplated by the Share Exchange Agreement are subject to a number of conditions which must be satisfied or waived in order for the Acquisition to be completed. There is no assurance that these conditions will be satisfied or waived on a timely basis or at all. The following significant conditions, among others, are contained in the Share Exchange Agreement:

(a) the Exchange shall have accepted notice for filing of and approved all transactions of the Company contemplated in the Share Exchange Agreement; and
(b) following the Closing, the Company shall satisfy the minimum listing requirements of the Exchange for a Tier 2 mining issuer and the Exchange shall have conditionally approved the listing on the Exchange of the Company Shares, including the Company Shares to be issued pursuant to the Acquisition, on terms and conditions acceptable to each of the Company and World Copper, acting reasonably.

The obligation of the Company to complete the transactions contemplated by the Share Exchange Agreement is subject to the fulfillment or waiver of certain additional conditions, as set forth in the Share Exchange Agreement, at or before the Closing Date, including, but not limited to:

(a) World Copper shall have filed with the Exchange a Form 2A – Personal Information/Consent Form or Form 2C1 – Declaration , as applicable, duly completed by each of the proposed directors and officers of the Resulting Issuer; and
(b) World Copper shall have complied in all material respects with its covenants in the Share Exchange Agreement and World Copper shall have provided to the Company a certificate of an officer thereof certifying that, as of the Closing Date, World Copper has so complied with its covenants in the Share Exchange Agreement.

The obligation of World Copper to complete the transactions contemplated by the Share Exchange Agreement is subject to the fulfillment or waiver of certain additional conditions, as set forth in the Share Exchange Agreement, at or before the Closing Date, including, but not limited to:

(a) the board of directors of the Company shall have procured duly executed resignations and releases in favour of the Company effective as at the Closing Date from each director and officer of the Company who will no longer be serving in such capacity following completion of the Acquisition, in a form acceptable to World Copper;

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(b) the Company shall have completed a name change to "World Copper Ltd." and a change of its ticker symbol to "WCU"; and
(c) the Company shall have complied in all material respects with its covenants in the Share Exchange Agreement and the Company shall have provided to World Copper a certificate of an officer thereof certifying that, as of the Closing Date, the Company has so complied with its covenants in the Share Exchange Agreement.

Representations and Warranties

The Share Exchange Agreement contains representations and warranties made by each of World Copper, the World Copper Shareholders and the Company. The assertions made in those representations and warranties are solely for the purposes of the Share Exchange Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a standard of materiality or are qualified by disclosures made by the Company in a disclosure letter. Therefore, the representations and warranties in the Share Exchange Agreement should not be relied on as statements of factual information.

The Share Exchange Agreement contains representations and warranties of the Company and World Copper, as applicable, relating to certain matters including, among other things: incorporation; absence of conflict with or violation of constating documents, agreements or applicable laws; authority to execute and deliver the Share Exchange Agreement and perform its obligations under the Share Exchange Agreement; due authorization and enforceability of the Share Exchange Agreement; composition of share capital and options or other rights for the purchase of securities; absence of any outstanding waivers or consents required to complete the Acquisition; absence of certain changes; financial condition, records and accounts; World Copper's assets, including mineral properties, and conduct of operations; absence of litigation, judgment or order; employment matters; and others matters related to the Acquisition.

The representations and warranties of the Parties in the Share Exchange Agreement will survive the Closing and a Party may make a claim for a breach thereof for a period of one year following the Closing, subject to the provisions of the Share Exchange Agreement.

Termination of the Share Exchange Agreement

The Share Exchange Agreement may be terminated by mutual agreement of the Company and World Copper or by any Party if the Acquisition is not completed by the Outside Date. The Share Exchange Agreement may also be terminated:

(a) by World Copper if (i) any condition contained in the Share Exchange Agreement in its favour is not satisfied by the Company or waived by World Copper or (ii) there is an intentional breach of the covenants of the Company contained in the Share Exchange Agreement by the Company or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date; or
(b) by the Company if (i) any condition contained in the Share Exchange Agreement in its favour is not satisfied by World Copper or waived by the Company or (ii) there is an intentional breach of the covenants of World Copper contained in the Share Exchange Agreement by World Copper or any of its directors, officers, employees, agents, consultants or other representatives, in each case, on or before the Closing Date.

Standstill Period

Pursuant to the Share Exchange Agreement, each of World Copper, the World Copper Shareholders and the Company have agreed to not, directly or indirectly, from the date of the Share Exchange Agreement until the termination thereof in accordance with its terms: (i) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate any inquiries, offers or proposals, whether publicly or otherwise, regarding an Alternative Transaction (as defined in the Share Exchange Agreement); (ii) participate in any discussions or negotiations regarding, or provide information

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concerning it or otherwise cooperate in any way with an Alternative Transaction; or (iii) pursue any other significant corporate acquisition or disposition, merger or sale of assets, issuance of securities or make any other material change to either Party's business or affairs including, without limitation, making any distribution to its equity or debt holders, if any. Notwithstanding the foregoing, nothing in the Share Exchange Agreement shall restrict the Parties from taking such actions as may be required in order to discharge their obligations pursuant to applicable corporate laws.

Gold Springs Rights

Pursuant to the Share Exchange Agreement the Company acknowledged and agreed to certain rights of Gold Springs pursuant to the Escalones Share Purchase Agreement, including the following:

(a) At the Closing, Gold Springs' holdings of the Company Shares shall not represent less than 30% of the issued and outstanding Company Shares immediately after the Closing;
(b) Gold Springs shall have the right to nominate one director to the Board for so long as it holds at least 20% of the issued and outstanding Company Shares, the terms and conditions of which nomination right shall be set out in a nomination rights agreement to be entered into between the Company and each of Wealth Minerals Ltd. and Gold Springs in conjunction with the Closing; and
(c) Gold Springs shall be granted the right (the " Pre–Emptive Right ") to participate in future equity financings undertaken by the Company, to allow Gold Springs to maintain up to its pro rata interest in the equity capital of the Resulting Issuer, other than in respect of Company Shares or World Copper Shares issued in connection with (i) the acquisition of mining or real property interests or the acquisition of another corporation by merger, purchase of substantially all of the assets, or other reorganization; (ii) options granted to directors, officers or employees of, or consultants pursuant to any option, purchase or stock incentive program; or (iii) any loan arrangement, or any debt financing from a bank or similar financial or lending institution; provided that the Pre–Emptive Right shall terminate on the earlier of Gold Springs twice declining or failing to exercise its Pre–Emptive Right to purchase up to the maximum pre–emptive percentage of any new Company Shares offered or the second anniversary of the closing of the transaction contemplated by the Escalones Share Purchase Agreement, the terms and conditions of which Pre–Emptive Right shall be set out in an equity participation agreement to be entered into between the Company and Gold Springs in conjunction with the Closing.

Financing

Escrow Restrictions

The Company Shares issued to Principals (as such term is defined in the Escrow Policy) of the Resulting Issuer pursuant to the Share Exchange Agreement will be subject to escrow restrictions pursuant to the terms of the Value Securities Escrow Agreement, and will be released from escrow based upon the passage of time over a period of 36 months in accordance with the Escrow Policy, such that 10% of the Company Shares will be released on the Completion Date, with additional escrowed Company Shares being released in six tranches of 15% every six months thereafter. For additional information concerning the escrow restrictions applicable to the securities that are expected

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to be subject to the Value Securities Escrow Agreement, please see "Information Concerning the Resulting Issuer – Escrowed Securities" .

Additionally, 833,333 Company Shares are currently subject to escrow restrictions pursuant to the terms of the CPC Escrow Agreement, and will be released from escrow upon the passage of time over a period of 36 months in accordance with the Escrow Policy, such that 10% of the escrowed shares will be released on the Completion Date and the remaining escrowed shares will be released in six tranches of 15% every six months thereafter. For additional information concerning the escrow restrictions applicable to the securities subject to the CPC Escrow Agreement, please see "Information Concerning the Resulting Issuer – Escrowed Securities".

Directors and Management

Upon Closing, all of the Company's existing directors and officers, including Joe DeVries (Chief Executive Officer and President), Richard Barnett (Chief Financial Officer and Secretary) Ron Hughes and Drew Maness will resign from the Board and their management positions, and the Board of the Resulting Issuer is expected to be reconstituted with nominees of World Copper, including Hendrik van Alphen, Roberto Fréraut, Patrick James Burns, Stuart Ross and Matias Herrero, which will then be comprised of five persons.

Upon Closing, it is expected that the Resulting Issuer's management will be comprised of the following persons:

Hendrik van Alphen	Chief Executive Officer
Patrick James Burns	President
Sead Hamzagic	Chief Financial Officer
Marla Ritchie	Corporate Secretary
Marcelo Awad	Executive Director, World Copper Chile
Cesar Jil	Director and General Manager, TMI Chile

INFORMATION CONCERNING THE COMPANY

The following information reflects the current business, financial and share capital position of the Company. See "Information Concerning the Resulting Issuer" for pro forma business, financial and share capital information following the conclusion of the Acquisition.

Corporate Structure

The Company's name is Allante Resources Ltd. Until December 18, 2013, it was named "Precision Enterprises Inc." It was incorporated under the BCBCA on June 16, 2006.

The Company is a reporting issuer in the Provinces of British Columbia and Alberta, and its common shares are listed for trading on the NEX board of the Exchange. The head office of the Company, as well as its registered and records office, is located at Suite 303, 595 Howe Street, Vancouver, British Columbia, V6C 2T5.

The Company has no subsidiaries.

General Development of the Business

The Company is a CPC, meaning that its principal business is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses, and, once identified and evaluated, to negotiate an acquisition or participation in such assets or business in order to complete a Qualifying Transaction. Until the Company completes a Qualifying Transaction, it will not carry on any business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction. The Acquisition is intended to be the Company's Qualifying Transaction.

On August 4, 2009, trading in the shares of the Company was halted pending completion of a proposed Qualifying Transaction. The target company was NPTx NeuroPsychoTherapeutics Corporation, a private company in the medical

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device development business, and involved in the delivery of therapeutic treatment using such medical devices. The Company was unable to raise the required financing, and on September 11, 2009, trading in the shares of the Company was suspended as a result of the failure to complete the Qualifying Transaction within the time prescribed by Exchange policies. On November 5, 2010, the Company's shares commenced trading on NEX.

Subsequently, trading in the Company Shares was halted pending completion of a subsequent proposed Qualifying Transaction, which was announced by the Company on November 19, 2013. The target company was Allante Resources Inc., a private mining company that held projects in Gabon, Africa. However, results of the assays on one of Allante Resources Inc.'s properties indicated lower than expected mineralization, and accordingly the Company and Allante Resources Inc.'s elected to terminate their share exchange agreement and withdraw the Qualifying Transaction.

Selected Consolidated Financial Information and MD&A

The following table sets out certain selected consolidated financial information of the Company for the financial years ended July 31, 2020 and July 31, 2019:

	The Company at July 31, 2020 (audited)	The Company at July 31, 2019 (audited)
Total assets	$60	$276
Total liabilities	$426,647	$373,474
Total shareholder's deficiency	$(426,587)	$(373,198)
Office and miscellaneous	$34,076	$36,684
Professional fees	$8,372	$13,178
Transfer agent and filing fees	$10,941	$13,842
Travel	Nil.	$1,514
Net loss	$(53,389)	$(65,218)
Basic and diluted loss per common share	$(0.02)	$(0.02)
Weighted average number of common shares outstanding	3,167,267	3,167,267

Complete copies of the Company's audited financial statements and notes thereto for the years ended July 31, 2020 and July 31, 2019 are attached hereto as Schedule "A" and are also available on SEDAR at www.sedar.com.

MD&A

The MD&A of the Company's financial condition and results of operations are attached hereto as Schedule "B" hereto and available on SEDAR, and should be read in conjunction with the Company's financial statements, which are attached hereto as Schedule "A" and are also available on SEDAR at www.sedar.com.

Description of the Securities

The authorized share capital of the Company consists of an unlimited number of Company Shares without par value. As at the date of this Filing Statement, there are 4,000,600 Company Shares issued and outstanding. The holders of the Company Shares are entitled to vote at all meetings of shareholders, to receive dividends if, as and when declared by the directors and to participate ratably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Company. The Company Shares carry no pre-emptive rights, conversion or exchange rights, redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring any of the holders of Company Shares to contribute additional capital and no restrictions on the issuance of additional securities by the Company.

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The Company has not declared or paid any dividends on the Company Shares since its incorporation and does not intend to declare or pay any dividends prior to completion of the Acquisition.

Stock Option Plan

The Company's current stock option plan allows the Company to grant incentive stock options to its officers, employees, consultants and Directors. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the directors, officers, consultants and employees of the Company, and to closely align the personal interests of such persons to that of the shareholders.

The Company adopted its current stock option plan on November 20, 2006, prior to the completion of its initial public offering. The terms of the stock option plan provide that the number of Company Shares which may be reserved for issuance under the stock option plan (together with all other share compensation arrangements of the Company) shall not exceed 10% of the number of Company Shares outstanding at the closing of the initial public offering. At the closing of the initial public offering, the Company had 7,500,000 Company Shares outstanding and, therefore, 750,000 Company Shares were reserved for issuance under the stock option plan.

On December 18, 2013, the Company consolidated its share capital on the basis of three (3) pre-consolidation Company Shares for one (1) post-consolidation Company Share. There are currently nil Company shares reserved for issuance under the stock option plan.

The material terms of the stock option plan are set out below, which summary is intended as a brief description of the stock option plan and is qualified in its entirety by the full text of the stock option plan.

Eligible Participants. Options may be granted under the stock option plan to directors, employees and consultants of the Company. The Board, in its discretion, determines whether to grant options under the stock option plan to eligible participants.
Number of Shares Reserved. The number of Company Shares which may be issued pursuant to options granted under the stock option plan may not exceed 10% of the number of Company Shares issued and outstanding as at the closing of the Company's initial public offering, provided that upon completion of the Qualifying Transaction, the aggregate number of Company Shares reserved for issuance not exceed 10% of the total number of Company Shares on a non-diluted basis. In addition, the number of Company Shares reserved for issuance to any individual director or officer shall not exceed five percent (5%) of the issued and outstanding Company Shares and the number of Company Shares reserved for issuance to all technical consultants (if any) shall not exceed two percent (2%) of the issued and outstanding Company Shares.
Term of Options. Subject to the termination provisions noted below, the term of options awarded under the stock option plan is fixed by the Board at the time the option is awarded and, so long as the Company is a Tier 2 issuer, may not exceed a period of five years.
Exercise Price. The exercise price for stock options issued pursuant to the stock option plan may be determined by the Board in its sole discretion at the time the stock options are awarded; provided that such exercise price shall not be less than the closing price of the Company Shares traded through the facilities of the Exchange (or, if the Company Shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the Company Shares are listed or quoted for trading) on the day preceding the award date, less any discount permitted by the Exchange, or such other price as may be required or permitted by the Exchange.
Vesting. All options granted pursuant to the stock option plan will be subject to such vesting requirements as may be prescribed by the Exchange, if applicable, and unless a vesting schedule is imposed by the Board as a condition of the award on the award date will be granted as fully vested. Notwithstanding the foregoing, options issued to consultants performing Investor Relations Activities (as that term is defined in the stock option plan) must vest in stages over at least twelve months with not more than one-quarter of the options vesting in any three (3) month period.

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Termination of Options. An option holder may exercise an option in whole or in part at any time or from time to time during the exercise period provided that, with respect to the exercise of part of an option, the Board may at any time and from time to time fix limits, vesting requirements or restrictions in respect of which an option holder may exercise part of any option held by him. Any option or part thereof not exercised within the exercise period shall terminate and become null, void and of no effect as of 5:00 p.m. (Vancouver time) on the expiry date. The expiry date of an option shall be the earlier of the date so fixed by the Board on the award date, and the date established, if applicable, in paragraphs (a) to (c) below.
(a) Death . In the event that the option holder should die while he or she is still (i) a director or employee, (other than an employee performing investor relations activities) the expiry date shall be 12 months from the date of death of the option holder; or (ii) a consultant, or an employee performing investor relations activities (as defined in the stock option plan), the expiry date shall be one month from the date of death of the option holder.
(b) Ceasing to Hold Office . In the event that the option holder holds his or her options as director and such option holder ceases to be a director of the Company other than by reason of death, the expiry date of the options shall be the 90th day following the date the option holder ceases to be a director of the Company unless the option holder continues to be engaged by the Company as an employee or consultant, in which case the expiry date shall remain unchanged. However, if the option holder ceases to be a director of the Company as a result of:
- (i) ceasing to meet the qualifications set forth in Section 124 of the Business Corporations Act (British Columbia); or
- (ii) a special resolution having been passed by the members of the Company pursuant to subsection 128 (3) or (4) of the Business Corporations Act (British Columbia),

then the expiry date shall be the date the option holder ceases to be a director of the Company.

(c) Ceasing to be Employed. In the event that the option holder holds his or her options as an employee or consultant of the Company (other than an employee or consultant performing investor relations activities ) and such option holder ceases to be an employee or consultant of the Company other than by reason of death, the expiry date of the option shall be the 30th day following the date the option holder ceases to be an employee or consultant of the Company, unless the option holder ceases to be such as a result of:
(i) termination for cause; or
(ii) an order of the British Columbia Securities Commission, the Exchange, or any regulatory body having jurisdiction to so order,

in which case the expiry date shall be the date the option holder ceases to be an employee or consultant of the Company.

(d) Ceasing to Perform Investor Relations Activities . Notwithstanding the paragraph (c) above, in the event that the option holder holds his or her option as an employee or consultant of the Company who provides investor relations activities on behalf of the Company, and such option holder ceases to be an employee or consultant of the Company other than by reason of death, the expiry date shall be the date the option holder ceases to be an employee or consultant of the Company.

There are currently no options outstanding under the stock option plan and the Company does not expect to grant any stock options prior to the Closing. The Company intends to adopt a new stock option plan following Closing and to seek shareholder approval of the same at its first annual meeting occurring thereafter.

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Prior Sales

Common Shares

Since the date of incorporation of the Company, the Company issued an aggregate of 13,001,800 Company Shares as follows (all numbers presented on a pre-consolidation basis unless otherwise indicated):

Issue Date	Number of Company Shares Issued	Issue Price per Company Share	Aggregate Issue Price	Consideration Received
June 16, 2006	1(1)	$0.05	$0.05	Cash
July 31, 2006	3,499,999(1)	$0.05	$174,999.95	Cash
March 5, 2007	4,000,000	$0.10	$400,000.00	Cash
March 6, 2008	112,000	$0.10	$11,200.00	Cash
May 1, 2007	4,830	$0.10	$483.00	Cash
March 10, 2008	283,170	$0.10	$28,317.00	Cash
May 13, 2011	5,101,800	$0.15	$765,270.00	Cash
TOTAL:	13,001,800(1)(2)		$1,380,270.00(1)(2)

Notes:

(1) Of these Company Shares, 2,100,000 were issued to parties that were Non-Arm's Length Parties at the time of the issuance (in this section, the " Insider Shares "). All of the Insider Shares are currently held in escrow pursuant to the CPC Escrow Agreement. (2) On February 3, 2010, 1,000,000 shares held pursuant to the CPC Escrow Agreement were cancelled and returned to treasury in accordance with Exchange Policies.

(3) Subsequently, on December 18, 2013, the Company consolidated its issued and outstanding shares on the basis of three (3) pre-consolidation Company Shares for one (1) post-consolidation Company Share. Upon the completion of the consolidation, the Company had 4,000,600 Company Shares issued and outstanding on a post-consolidation basis.

Options

Since the date of incorporation of the Company, the Company issued an aggregate of 700,000 options under its stock option plan as follows (all numbers presented on a pre-consolidation basis):

Issue Date	Number of Options Issued	Exercise Price	Expiry Date
March 5, 2007	700,000	$0.10	March 5, 2012
Note:

(1) As of the date of this Filing Statement, there are no options issued and outstanding under the stock option plan of the Company.

Stock Exchange Price

The Company Shares are currently listed and posted for trading on the NEX board of the Exchange under the symbol "ALL.H". The following table shows the high, low and closing prices and average trading volume of the Company Shares on the NEX board of the Exchange on a monthly basis for the current quarter and the immediately preceding quarter and on a quarterly basis for the next preceding seven quarters.

Month	High	Low	Close	Average Volume
September 2020(1)(2)	N/A	N/A	N/A	N/A
August 2020(1)(2)	N/A	N/A	N/A	N/A
July 2020(1)(2)	N/A	N/A	N/A	N/A

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Month	High	Low	Close	Average Volume
June 2020(1)(2)	N/A	N/A	N/A	N/A
May 2020(1)(2)	N/A	N/A	N/A	N/A
Quarter ending April 30, 2020(1)(2)	N/A	N/A	N/A	N/A
Quarter ending January 31, 2020(1)(2)	N/A	N/A	N/A	N/A
Quarter ending October 31, 2019(1)(2)	N/A	N/A	N/A	N/A
Quarter ending July 31, 2019	$0.19	$0.16	$0.16	468.75
Quarter ending April 30, 2019	$0.19	$0.11	$0.19	847.00
Quarter ending January 31, 2019	$0.20	$0.10	$0.11	6,426.75
Quarter ending October 31, 2018	$0.10	$0.10	$0.10	34.40

Notes:

(1) Trading halted on June 10, 2019, pending announcement of the Acquisition.

(2) No trading occurred in the quarter.

The closing price of the Company Shares on the Exchange on June 7, 2019, being the last trading day before the announcement of the Acquisition, was $0.16.

Executive Compensation of the Company

Discussion and Analysis

Currently, under the NEX rules, the Company makes no compensation payments to its executive officers or directors.

Management Contracts

Management functions of the Company are not, to any substantial degree, performed by a person or persons other than the directors or senior officers of the Company or companies controlled by directors or senior officers of the Company.

Arm's Length Transaction

The proposed Acquisition is not a Non-Arm's Length Qualifying Transaction, within the meaning of the Exchange Policies. World Copper has no relationship to the Company or its Affiliates and Associates and the Company has no relationship to World Copper or its Affiliates and Associates.

Legal Proceedings

The Company is not a party to any legal proceedings currently material to it, and no such proceedings are known by the Company to be contemplated.

Auditor, Transfer Agent and Registrar

The auditor of the Company is Davidson & Company LLP, Suite 1200, 609 Granville Street, Vancouver, BC, V7Y 1G6. The Company's registrar and transfer agent is Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, BC, V6C 3A8.

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Material Contracts

Except for contracts entered into in the ordinary course of business, the only contracts entered into by the Company in the two years immediately prior to the date hereof that can reasonably be regarded as presently material to the Company are as follows:

(a) the Share Exchange Agreement. See "The Acquisition – Share Exchange Agreement" for particulars;
(b) the CPC Escrow Agreement and the Value Securities Escrow Agreement. See "Information Concerning the Resulting Issuer – Escrowed Securities" for particulars; and
(c) an escrow assumption agreement made as of February 29, 2012 between Olympia Trust Company ("Olympia"), the Escrow Agent and the Company, whereby the Escrow Agent assumed the obligations of Olympia as the registrar, transfer agent and escrow agent for the Company.

The Share Exchange Agreement and the Value Securities Escrow Agreement will, following execution, be available on the Company's SEDAR profile. All of the above agreements may be inspected at the offices of the Company at Suite 303, 595 Howe Street, Vancouver, British Columbia V6C 2T5 during normal business hours up to the Closing Date and for a period of 30 days thereafter.

Principal Shareholders

To the knowledge of the directors and executive officers of the Company, there are no shareholders who own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding Company Shares, as of the date hereof.

INFORMATION CONCERNING WORLD COPPER

The following information reflects the current business, financial and share capital position of World Copper. See "Information Concerning the Resulting Issuer" for pro forma business, financial and share capital information following the conclusion of the Acquisition.

Corporate Structure

World Copper Ltd. (formerly, Wealth Copper Ltd.) was incorporated under the Business Corporations Act (British Columbia) on December 3, 2018.

Following completion of the Acquisition, the Resulting Issuer will hold 100% of the issued and outstanding World Copper Shares, and World Copper will be a wholly-owned subsidiary of the Resulting Issuer.

World Copper currently has three (3) direct wholly-owned subsidiaries and one indirect wholly-owned subsidiary, as illustrated by the following organizational chart, with the jurisdiction of incorporation in parentheses:

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General Development of the Business

World Copper is a Vancouver, British Columbia based private exploration company focused on the discovery and development of Copper deposits in Chile. World Copper has two properties – the Escalones Property and the Cristal Property.

Since its inception, World Copper has raised $3,187,765.50 through financings. As at October 31, 2020 the working capital deficit of World Copper is approximately $(1,656.00). In early 2021, World Copper plans to commence work on Phase I Scope of Work as set out in the Escalones Technical Report (see " Information Concerning World Copper – Narrative Description of the Business – Recommendations ").

Property Acquisitions

Escalones Property

World Copper's principal property is the Escalones Property. The Escalones Property covers an area of 161 km[2] , of which (i) 46 km[2] are covered by the Escalones Exploitation Concessions that are the subject of the Escalones Exploitation Concessions Option and (ii) 115 km[2] are covered by 40 exploration concessions, owned by TMI Chile.

World Copper acquired the Escalones Property from Gold Springs pursuant to the Escalones Share Purchase Agreement. As consideration, World Copper issued 25,000,000 World Copper Shares to ERC, a wholly-owned subsidiary of Gold Springs, made a cash payment in the amount of $150,000 and granted to Gold Springs a 1% to 2% net smelter returns royalty on the Escalones Exploration Concessions. World Copper is also required to make additional cash payments to Gold Springs in the aggregate of $850,000 as follows:

	Cash Payment
Date	(CAD)
At Closing	$350,000
On or before the first anniversary of the Closing	$500,000
Total:	$850,000

In addition, the following payments are required to exercise the Escalones Exploitation Concessions Option in full:

	Cash Payment
Date	(USD)
June 30, 2020	$60,000

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	Cash Payment
Date
	(USD)
	(Paid)
December 30, 2020	$140,000
June 30, 2021	$300,000
June 30, 2022	$500,000
June 30, 2023	$500,000
June 30, 2024	$3,000,000
Total:	$4,500,000

The Escalones Exploitation Concessions are subject to a 1% to 2% net smelter returns royalty from the sale of products from the Escalones Exploitation Concessions. Further, TMI Chile has agreed to grant to ERC a 1% to 2% net smelter returns royalty payable on production from the Escalones Exploration Concessions. Each of the net smelter returns royalties may be purchased back from the royalty holder pursuant to the terms of each royalty agreement.

Preliminary exploration by World Copper is currently being undertaken at the Escalones Property.

Cristal Property

The Cristal Project is a porphyry copper target located in northern Chile, near the Bolivia/Chile border and comprises 9 km[2] of exploitation concessions. World Copper currently has the option under the Cristal Option Agreement to acquire a 100% interest in and to the Cristal Property.

The mineral exploitation concessions comprising the Cristal Property are subject to the Cristal Option Agreement. Pursuant to the terms of the Cristal Option Agreement, Artemis was granted the Cristal Option to acquire 100% of Patrick James Burns' right, title and interest in and to the Cristal Property.

Pursuant to an assignment and assumption agreement made effective March 1, 2018 between ENRG and Artemis and an assignment of unilateral option to purchase mining claims made effective March 15, 2018 between ENRG Chile and Artemis, Artemis granted, assigned, transferred and set over to ENRG Chile all of Artemis' right, title, benefit and interest in and to the Cristal Option Agreement and the Cristal Option.

Under the terms of the Cristal Assignment Agreement made effective March 27, 2019 between World Copper and ENRG and the Chilean Assignment Agreement made effective July 23, 2019 between ENRG Chile and World Copper Chile, ENRG Chile granted, assigned, transferred and set over to World Copper Chile, all of its right, title, benefit and interest in and to the Cristal Option Agreement and the Cristal Option, in consideration for World Copper delivering, or causing to be delivered, 50,000 fully-paid and non-assessable common shares without par value in the capital of Wealth Minerals Ltd.

To acquire a 100% interest in the Cristal Property, World Copper is required to make the remaining payments outlined below:

	Cash Payment
Date	(USD)
Five days after the first anniversary of Closing	$50,000
Second anniversary of Closing	$500,000
Third anniversary of Closing	$700,000
Fourth anniversary of Closing	$3,000,000
Total:	$4,250,000

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The Cristal Assignment Agreement provides that if World Copper exercises the Cristal Option in full under the Cristal Option Agreement, then World Copper Chile and ENRG Chile will be deemed to have formed the Joint Venture for the continued exploration of the Cristal Property, with the initial participating interests of the Joint Venture participants being World Copper Chile – 70% and ENRG Chile– 30%.

There are no commitments, but World Copper is required to maintain the Cristal Property in good standing during the term of the Cristal Option Agreement. Mineral products sold from the Cristal Property are subject to net smelter returns royalties, including: (i) the Burns NSR Royalty; (ii) the Condor Royalty; and (iii) should World Copper exercise the Cristal Option in full, resulting in the formation of the Joint Venture, then a 2% net smelter returns royalty granted to a participant in the Joint Venture if its participating interest therein falls to 10% or less (in this section, the "ENRG Royalty"), provided that one-half (1%) of the ENRG Royalty can be purchased by the other party for USD $1,000,000.

Narrative Description of the Business

World Copper's strategy has been focused on the discovery and development of Copper deposits in Chile. World Copper's business strategy is to advance existing and acquire new copper concessions in Chile.

Products and Operations

At present, World Copper is an exploration stage company with no producing properties and consequently has no current operating income cash flow or revenues. There is no assurance that a commercially viable mineral deposit exists on any of World Copper's properties.

Specialized Skills and Knowledge

All aspects of World Copper's business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, logistical planning and implementation of exploration programs and accounting. World Copper's team has the unique skill to navigate the mining sector in Chile. See " Risk Factors – Reliance on Key Personnel ".

Chilean mining regulations

The legal framework

Mining in Chile is principally regulated by three main laws: (i) the Constitution of the Republic of Chile, Article 19, No. 24 subparagraphs 6 to 10 (in this Section, the "Constitution of Chile"); (ii) the Organic Constitutional Law on Mining Concessions, Law 18.097 of 1982 (in this Section, the "Organic Constitutional Law"); and (iii) the new Mining Code, Law 18.248 of 1983 (in this Section, "Mining Code") and its regulations.

Title and surface and mining rights

In Chile, mining exploration and exploitation rights or "concessions" are separate and distinct from surface ownership and title of the land on which mining concessions may be constituted.

Pursuant to Article 19, Paragraph 24 of the Constitution of Chile, the state has absolute, exclusive, inalienable and non-prescribable ownership of all mines. The Chilean government owns such surface rights through the Ministry of Public Lands. On the other hand, the mining concession is an in rem right that is independent from the ownership of the land upon which that right is established. Accordingly, there is a separation of the ownership of the mining concession (which grants the rights to explore and exploit minerals) and the surface soil property where the labours of exploration and consequent mining exploitation is intended to be executed. Should the holder of a mining concession intend to develop and build a plant in correlation with a mining project, the holder thereof will either apply for a long-term easement or a lease with the government for the duration of the project.

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Generally, a mining concession is transferable and transmissible, which may be conducted by way of a property option agreement. Once a property option is fully exercised, the mining concession is transferred from the optionor to the optionee.

Mining concessions in Chile are awarded in a non-contentious legal proceeding, and can be of two types: exploration concessions and exploitation concessions. An exploration concession or "pedimento" is temporary, is awarded to investigate the existence of concessible minerals and does not entitle the holder to exploit. An exploitation concession or "manifestación" or "mensuras" is indefinite and entitles the holder both to explore and to exploit concessible minerals (as discussed below). The Cristal Property is comprised of three exploitation concessions. The Escalones Property is comprised of 19 exploitation concessions and 40 exploration concessions.

Any local or foreign person, whether natural or juridical, can acquire or apply for mining concessions in order to carry out mining activities and operations. However, as a result of legal responsibilities, the owners of such concessions must have a company incorporated in Chile, which can be a subsidiary of the parent company duly integrated into the country. World Copper has two Chilean subsidiaries, World Copper Chile and TMI Chile.

The Organic Constitutional Law requires an exploration concession to be registered, after which the concession is valid for two years. During this two-year period, the holder of the exploration concession can apply to the relevant court for the exploration concession to be converted into an exploitation concession if the holder wishes to extract minerals from the claim area for commercial purposes. Alternatively, the exploration concession can be renewed on a one-time basis for an additional two-year period, but the renewal requires that the holder relinquish 50% of the claim area. Exploration concessions must be filed with a competent court and a one-time processing fee must be paid. The court will direct that a full copy of the claim be registered with the Registry of Discoveries of the Mining Titles Registrar, and that a full copy of such filing be published in the Official Mining Bulletin. The file will then be forwarded to the SERNAGEOMIN for review. Unless SERNAGEOMIN objects, the Court will award the exploration concession requested. Upon determination, successful applicants then maintain exploration concessions through the payment of annual fees. The Court will direct that an excerpt of the award be published in the Official Mining Bulletin and filed with the Registry of Discoveries of the Mining Titles Registrar, at which point the concession is considered to be duly constituted and registered.

Exploitation concessions are also maintained through the payment of annual fees. There is no limit to an exploitation concession's duration (provided that such annual fees are paid) and ownership of such concessions may be transferred or transmitted in the same manner as real estate.

See "Information Concerning World Copper – Principal Property – Escalones Property, Chile – Property Description and Location"

Cyclical Nature of Mining

The mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. At the present time, among other things, the coronavirus pandemic, trade frictions and geopolitical uncertainty have affected global mineral prices. It is difficult to assess how long trends may continue.

Foreign Operations

World Copper's business may be exposed to various degrees of political, economic and other risks and uncertainties. World Copper's operations and investments may be affected by local political and economic developments, including expropriation, nationalization, invalidation of government orders, permits or agreements pertaining to property rights, political unrest, labour disputes, limitations on repatriation of earnings, limitations on mineral exports, limitations on foreign ownership, inability to obtain or delays in obtaining necessary mining permits, opposition to mining from local, environmental or other non-governmental organizations, government participation, royalties, duties, rates of exchange, high rates of inflation, price controls, exchange controls, currency fluctuations, taxation and changes in laws, regulations or policies as well as by laws and policies of Chile affecting foreign trade, investment and taxation.

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See "Risk Factors – Foreign Operations"

Environmental Conditions

All aspects of World Copper's field operations will be subject to environmental regulations and generally will require approval by appropriate regulatory authorities prior to commencement.

The applicable Chilean regulations, particularly Law No. 19.300 of the Environmental Act; establishes the assumptions under which a mining project will require an Environmental Impact Statement ("DIA") or an Environmental Impact Study ("EIA"). The determination of whether a DIA or an EIA is required depends on the environmental concerns posed by each project. The authorities, once receiving a DIA or an EIA, have 120 days to deliver a decision on the application .

Generally, a DIA is required for minor projects where the potential harm to the environment is limited. A DIA describes the activity or project to be carried out, or the amendments to be introduced, provided under oath by the respective owner, the content of which enables the competent authority to assess whether the environmental impact conforms to current environmental standards.

Alternatively, an EIA is required for major and more environmentally perilous activities. An EIA, which involves a more complex and detailed procedure, describes in detail the characteristics of a project or activity that is intended to be carried out or modified. Background checks must be provided for the prediction, identification and interpretation of its environmental impact and it must describe the actions to be carried out in order to prevent and minimize its significant adverse effects.

At the end of the SEIA process, the SEA will administer an environmental qualification resolution (an "RCA") which will provide one of the following determinations: (i) approval of the project; (ii) approval of the project, subject to the fulfilment of certain conditions or demands; or (iii) rejection of the project. Should an RCA approve a project, the EAS will produce an environmental permit which lasts for five years. If the permit holder does not begin the project, the permit will expire. Environmental permits are freely transferable, provided that the relevant environmental authority is properly notified. A separate, sector-specific environmental permit from a sectoral competent authority may also be required in addition to an RCA; however, such additional permits are administered as part of the same procedure.

See "Risk Factors – Environmental Risks" and "Risk Factors – Chilean Environmental Regulation".

Market and Marketing

World Copper's principal product under exploration is copper. It is common in areas where copper is found to identify associated metals that can either become secondary revenue streams or can be potentially developed into stand-alone deposits.

There is a worldwide metals market into which World Copper could sell and, as a result, World Copper would not be dependent on a particular purchaser with regard to the sale of any metals produced, if and when it reaches production. As World Copper is not yet producing, it is not marketing and has not yet developed a marketing plan or strategy.

Competitive Conditions

Companies operating in the mining industry must manage risks, which are beyond the direct control of company personnel. Among these risks are those associated with exploration, environmental damage, commodity prices, foreign exchange rates and interest rates.

The mineral exploration and mining industry is very competitive and World Copper will be required to compete for the acquisition of mineral permits, claims, leases and other mineral interests for exploration and development projects. As a result of this competition, the majority of which is with companies with greater financial resources than World Copper, World Copper may not be able to acquire or retain attractive properties in the future on terms it considers

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acceptable. The ability of World Copper to acquire and retain mineral properties in the future will depend on its ability to operate and develop its existing properties and also on its ability to obtain additional financing to fund further exploration activities. World Copper also competes with other mining companies for investment capital with which to fund such projects and for the recruitment and retention of qualified employees.

Employees

As of the date of this Filing Statement, World Copper does not have any employees.

Lending/Investments

World Copper does not currently hold any investments or owe any material long term liabilities. World Copper has not adopted any specific policies or restrictions regarding investments or lending, but will ensure any investment or debt activities incurred are in the best interests of World Copper and its security holders. World Copper expects that in the immediate future in order to maintain and develop its mineral properties, it will need to raise additional capital through a combination of debt and equity.

Bankruptcy and Reorganization

There are no bankruptcies, receivership or similar proceedings against World Copper, nor is World Copper aware of any such pending or threatened proceedings. There has not been any voluntary bankruptcy, receivership or similar proceedings by World Copper, nor has it been party to any reorganization, since its incorporation.

Principal Property – Escalones Property, Chile

World Copper's material mineral property is the Escalones Property located within the Santiago Metropolitan Region, in Central Chile, approximately 97 km southeast of Santiago and nine km west of the border between Chile and Argentina. The information with respect to the Escalones Property provide below is derived from, and based upon the assumptions and qualifications set out in the Escalones Technical Report prepared by Hard Rock Consulting, LLC for the Company. The below is qualified in its entirety by the detailed information contained in the Escalones Technical Report. Readers are advised to refer to the Escalones Technical Report, as filed on SEDAR, for more detailed information relating to the Escalones Property.

Property Description and Location

Property Location and Ownership

The Project is located within the Santiago Metropolitan Region of Central Chile, approximately 97 km southeast of Santiago, near the headwaters of the Maipo River, and 9 km west of the border between Chile and Argentina. Geologically, the Property is located approximately 35 km due east of the well-known producing underground copper mine El Teniente, within the Los Pelambres to El Teniente porphyry copper belt, which runs north-south through the Chile-Argentina border in the central Andes Mountains. The approximate geographic center of the Project area is located at latitude 34o 7' south and longitude 69o57.5' west.

Drill-defined mineralization within the Project area occurs beneath a high-standing, north-south ridge between Quebrada Escalones and Quebrada Arguelles, at elevations ranging from 3,400 metres above sea level (masl) in the west, up to approximately 4,077 masl on the ridge. Surface alteration and mineralization covers about 1.5 km eastwest and 3 km north-south. The central intrusive complex is mostly buried beneath a glacial till-covered plateau called the "Meseta" at 3,800 masl, and flanked by lower skarns on west (originally called "Escalones Bajo"), and higher skarn along the ridge crest to the east (originally called "Escalones Alto").

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Figure 4-1 Escalones Project Location and Local Infrastructure; modified from Armitage (2012)

The Project covers an area of 161 km[2] (Figure 4-2), of which (i) 46 km[2 ] are covered by 19 exploitation concessions that are the subject of the Escalones Option Agreement between an indirect, wholly-owned subsidiary of World Copper, TMI Chile, and a third-party vendor for a 100% interest in and to the concessions (the "Escalones Option") and (ii) 115 km[2] are covered by 40 exploration concessions, owned by TMI Chile. Pertinent details of the Escalones mining concessions are summarized in Table 4-1.

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Figure 4-2 Escalones Project Area, Mineral Concessions

Table 4-1 Escalones Project Mineral Concessions

Concession	ID Number	Area (ha)	Owner	Type	Validity
CERRO NEGRO 1/20	13303-0721-4	100	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 7 1/54	13303-0636-6	270	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 8 1/40	13303-0652-8	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 8 1/60	13303-0637-4	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite

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Concession	ID Number	Area (ha)	Owner	Type	Validity
ESCALONES 9 1/60	13303-0638-2	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 10 1/60	13303-0639-0	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 12 1/40	13303-0653-6	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 13 1/20	13303-0654-4	100	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 14 1/40	13303-0640-4	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 15 1/40	13303-0641-2	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
ESCALONES 16 1/40	13303-0642-0	200	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 1 1/60	13303-0389-8	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 2 1/60	13303-0390-1	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 3 1/60	13303-0391-K	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 4 1/60	13303-0392-8	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 5 1/60	13303-0393-6	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
LOS ESCALONES 6 1/60	13303-0394-4	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
PUENTE RATONES 1/26	13303-0669-2	219	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
RIO CLARO 1/30	13303-0670-6	300	Sociedad Legal Minera Los Escalones	Exploitation	indefinite
HURACÁN 1	13303-3730-k	300	TriMetals MiningChile SCM	Exploration	12-Mar-21
HURACÁN 2	13303-3729-6	300	TriMetals MiningChile SCM	Exploration	27-Mar-21
HURACÁN 3	13303-3728-8	300	TriMetals MiningChile SCM	Exploration	19-Mar-21
HURACÁN 4	13303-3734-2	200	TriMetals MiningChile SCM	Exploration	12-Mar-21
HURACÁN 5	13303-3727-K	300	TriMetals MiningChile SCM	Exploration	12-Mar-21
HURACÁN 6	13303-3726-1	300	TriMetals MiningChile SCM	Exploration	12-Mar-21
HURACÁN 7	13303-3733-4	300	TriMetals MiningChile SCM	Exploration	12-Mar-21
HURACÁN 8	13303-3732-6	200	TriMetals MiningChile SCM	Exploration	20-Mar-21
HURACÁN 9	13303-3731-8	300	TriMetals MiningChile SCM	Exploration	20-Mar-21
NUBE 1	V-518-2019	300	TriMetals MiningChile SCM	Exploration	24 to 26-Jun-22
NUBE 2	V-519-2019	200	TriMetals MiningChile SCM	Exploration	24 to 26-Jun-22
NUBE 3	V-520-2019	300	TriMetals MiningChile SCM	Exploration	24 to 26-Jun-22
NUBE 4	V-521-2019	300	TriMetals MiningChile SCM	Exploration	24 to 26-Jun-22
NUBE 5	V-522-2019	300	TriMetals MiningChile SCM	Exploration	24 to 26-Jun-22
NUBE 6	V-523-2019	200	TriMetals MiningChile SCM	Exploration	24 to 26-Jun-22
NUBE 7	V-524-2019	300	TriMetals MiningChile SCM	Exploration	9-Sept-22
NUBE 8	V-525-2019	300	TriMetals MiningChile SCM	Exploration	24 to 26-Jun-22
BRUMA 1	133033458-0	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 2	133033457-2	300	TriMetals MiningChile SCM	Exploration	25-Jun-22
BRUMA 3	133033456-4	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 4	133033455-6	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 5	133033454-8	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 6	133033453-K	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 7	133033452-1	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 8	133033451-3	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 9	133033450-5	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 10	133033449-1	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 11	133033468-8	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 12	133033466-1	300	TriMetals MiningChile SCM	Exploration	25-Jun-22
BRUMA 13	133033465-3	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 14	133033464-5	200	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 15	133033463-7	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 16	133033462-9	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22

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Concession	ID Number	Area (ha)	Owner	Type	Validity
BRUMA 17	133033461-0	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 18	133033459-9	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 19	133033460-2	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 20	133033469-6	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 21	133033470-K	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 22	133033471-8	300	TriMetals MiningChile SCM	Exploration	9 to 24-Jun-22
BRUMA 23	133033467-K	300	TriMetals Mining Chile SCM	Exploration	9 to 24-Jun-22
	TOTAL	16,189

Pursuant to the Option Agreement, World Copper (through TMI Chile) holds the Escalones Option to acquire 100% interest in the Escalones exploitation concessions by making the following payments:

Table 4-2 Escalones Option Payments

Date	Cash Payment (USD)
June 30, 2020	$60,000(Paid)
December 30, 2020	$140,000
June 30, 2021	$300,000
June 30, 2022	$500,000
June 30, 2023	$500,000
June 30, 2024	$3,000,000
Total:	$4,500,000

The Escalones exploitation concessions are subject to a 1% to 2% net smelter returns royalty from the sale of products from the Escalones exploitation concessions. Further, TMI Chile has agreed to grant to Escalones Resource Corp. a 1% to 2% net smelter returns royalty payable on production from the Escalones Exploration Concessions. Each of the net smelter returns royalties may be purchased back from the royalty holder pursuant to the terms of each royalty agreement.

Permitting and Environmental Liabilities

Gold Spring carried out baseline studies during their field exploration programmes. These studies examined:

Flora and fauna
Glaciers
Archeology
Air quality
Water sampling
Wind and dust monitoring
Installation and operation of two weather stations

Up until the end of 2019 the project was permitted for 20,000 m of additional drilling and construction of four kilometres of new roads. The permits will need to be updated once a schedule for exploration is known. HRC knows

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of no environmental liabilities associated with the Escalones Property, nor of any other significant factors which might affect access, title, or the right or ability to perform work within the Escalones Project area.

There are no other significant factors and risks that may affect access, title, or the right or ability to perform work on the Escalones Project.

Mineral Tenure and Surface Rights

The legal framework in Chile

Mining in Chile is principally regulated by three main laws: (i) the Constitution of the Republic of Chile, Article 19, No. 24 subparagraphs 6 to 10 (the "Constitution of Chile"); (ii) the Organic Constitutional Law on Mining Concessions, Law 18.097 of 1982 (the "Organic Constitutional Law"); and (iii) the new Mining Code, Law 18.248 of 1983 (the "Mining Code") and its regulations.

In Chile, mining exploration and exploitation rights or "concessions" are separate and distinct from surface ownership and title of the land on which mining concessions may be constituted.

Mining concessions in Chile are awarded in a non-contentious legal proceeding, and can be of two types: exploration concessions and exploitation concessions. An exploration concession or "pedimento" is temporary, is awarded to investigate the existence of concessible minerals and does not entitle the holder to exploit. An exploitation concession or "manifestación" is indefinite and entitles the holder both to explore and to exploit concessible minerals (as discussed below). Any local or foreign person, whether natural or juridical, can acquire or apply for mining concessions in order to carry out mining activities and operations. However, as a result of legal responsibilities, the owners of such concessions must have a company incorporated in Chile, which can be a subsidiary of the parent company duly integrated into the country.

The Organic Constitutional Law requires an exploration concession to be registered, after which the concession is valid for two years. During this two-year period, the holder of the exploration concession can apply to the relevant court for the exploration concession to be converted into an exploitation concession if the holder wishes to extract minerals from the claim area for commercial purposes. Alternatively, the exploration concession can be renewed on a one-time basis for an additional two-year period, but the renewal requires that the holder relinquish 50% of the claim area. Exploration concessions must be filed with a competent court and a one-time processing fee must be paid. The court will direct that a full copy of the claim be registered with the Registry of Discoveries of the Mining Titles Registrar, and that a full copy of such filing be published in the Official Mining Bulletin. The file will then be forwarded to the National Geology and Mining Service ("Sernageomin") for review. Unless Sernageomin objects, the Court will award the exploration concession requested. Upon determination, successful applicants then maintain exploration concessions through the payment of annual fees. The Court will direct that an excerpt of the award be published in the Official Mining Bulletin and filed with the Registry of Discoveries of the Mining Titles Registrar, at which point the concession is considered to be duly constituted and registered.

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World Copper's Title and Surface Mining Rights – Escalones Exploitation Concessions

46 km[2] of the Escalones Property are covered by 19 exploitation concessions that are the subject of the Option Agreement.

The Option Agreement was originally executed between Mr. Juan Luis Boezio Sepulveda (the "Offeror" or "Mr. Boezio") and TMI Chile, on February 26th, 2004.

Mr. Juan Luis Boezio Sepulveda died on December 6th, 2011, therefore a succession community formed by the heirs of Mr. Boezio was originated, and hence such community acquired the ownership of the mining concessions and the obligations under the Option Agreement. However, since a succession community may not jointly own a mining concession according to the provisions of the Mining Code, then by the sole ministry of Law, a Legal Mining Company under the name of Sociedad Legal Minera Los Escalones Uno Uno de San Jose de Maipo (the "Sociedad") was incorporated, which remains until this day as the current offeror of the Option Agreement.

Pursuant to the Option Agreement, the Sociedad voluntarily granted to TMI Chile or the beneficiary an irrevocable option to purchase the mining concessions described in the first clause of such agreement and the easements, the mining camp and the water exploration claims in process of authorization, individualized in the second clause of the Option Agreement.

World Copper's Title and Surface Mining Rights – Escalones Exploration Concessions

115 km[2] of the Escalones Property is covered by 40 exploration concessions, owned by TMI Chile. Of the 40 exploration concessions, 31 of them are still in the process of constitution.

The mining concessions constitution proceeding is subject to the proper and timely compliance of each of the legal requirements and steps established in the Chilean Mining Code. The failure to fulfil these requirements may result in the lapsing or expiration of the mining concession in process or in a nullity vice by virtue of which the concession can be declared void and null. Therefore, the Court itself or third parties may challenge the constituting proceeding of exploitation or exploration mining concessions, until they are constituted, due to lack of compliance of the legal requirements. The mentioned Court's judgment, along with the remedies and related resolutions, if applicable, must be registered at the Discoveries Registry in case of exploration mining concessions. Only by these means, a constituted mining concession is duly acquired.

Additionally, constituted mining concessions may also be challenged within the term of 4 years as of the date of a publication of an abstract of the judgment at the Official Mining Gazette, granting such claims as exploration mining concession when they may be affected by a nullity vice.

Annual Mining Fees

All mining concessions must annually pay a mining fee during March each year in order to maintain the property in good standing. This payment depends on the area covered by the mining concession and the type of mining concession, i.e.: exploitation or exploration. If such payment is not made, the National Treasury would include the concessions on a list of non-paid mining concessions. As a result, these mining concessions may be public auctioned.

If this auction procedure takes place, the mining concessions may be excluded by (i) proving proof of the previous payment of the fees (in case they were included in the auctioning list by mistake); or (ii) by paying double the amount of the applicable fees due, if they are paid after July 1st each year.

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Mining Easements

Please note that on April 30, 1996, a settlement and easement agreement (the "Easement Agreement") was executed between Compañía de Consumidores de Gas de Santiago S.A. ("Gasco"), on one hand, and Mr. Boezio (now, the Sociedad) and Compañía Minera Vizcachas ("Vizcachas"), on the other hand.

Pursuant to the Easement Agreement, Gasco as the landowner of the real estate named as "Cruz de Piedra", located in the San José de Maipo borough, Cordillera Province, Metropolitan Region of Chile (the "Real Estate"), granted an occupation and transit easement over the Real Estate in favor of the following mining concession that partially cover the Real Estate (i) Los Escalones Uno 1/60; Los Escalones Dos 1/60; Los Escalones Tres 1/60; Los Escalones Cuatro 1/60; Los Escalones Cinco 1/60; Los Escalones Seis 1/60); (ii) exploration mining concessions property of Mr. Boezio, at such time, named as Escalones 7; Escalones 9; Escalones 15; Escalones 16; Cerro Negro; Cerro Blanco and Cascada; and (iii) exploitation mining concessions named as Valle Blanco 1/60 and Valle Blanco Dos 1/49, which were subject at that time to a leasing and promise to purchase agreement in favor of Compañía Minería Vizcachas.

The Easement Agreement is valid as long as the Sociedad or its legal successor has the ownership over the mining concessions.

Rights under the Easement Agreement

The Sociedad shall be entitled to execute exploration and exploitation activities, and to build paths, tunnels, electric facilities, facilities to intake water, and pipelines in order to execute all the necessary mining activities, over an area of 3,480 hectares.

Compensation and payment calendar

The Sociedad shall pay as compensation to Gasco an amount of 160 UF (Unidades de Fomento) before April 30th, each year. This payment shall be borne and executed by TMI Chile in accordance with clause No. 12 of the Option Agreement.

According to a leasing and promise to purchase agreement, executed between Mr. Boezio and Vizcachas, executed on June 3rd, 1992, Mr. Boezio promised to sell to Vizcachas, the exploitation mining concessions named as Valle Blanco 1/60 and Valle Blanco Dos 1/49 ("Valle Blanco Mining Concessions"). Since the date of acquisition, Vizcachas shall remain as main and direct debtor of 50% of the compensations mentioned, being Mr. Boezio obliged to pay the remaining 50% of the payment due to the Easement Agreement.

Compañía Minera Catedral ("Catedral"), which is a related company of Vizcachas, bought from Mr. Boezio the Valle Blanco Mining Concessions on May 13th, 1997. Due to such deed, Catedral undertook to exercise the rights under the Easement Agreement under the same terms and conditions provided to Mr. Boezio, and to pay the 50% of the compensations provided in the Easement Agreement.

In addition, the lack or delay of payment shall, ipso facto, early terminate the Easement Agreement, along with any damages that may arise to Gasco.

Pipeline of Gasco

The Sociedad must inform to Gasco in writing and prior to the beginning of the mining activities this situation along with a general description of such mining activities. Also, the Sociedad must perform all the formalities requested by environmental laws and send to Gasco copy of every document related to such formalities.

In addition, the Sociedad is unable to occupy and/or develop, directly or indirectly, or by means of a hired third party, any activity within 20 meters from the area occupied by the mentioned pipeline of Gasco. However, with the sole purpose to transit, the Sociedad or its dependents or employees may approach up to 5 meters of the lay out of the pipeline, if it does not affect the pipeline.

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Failure to fulfill the aforementioned obligations, will entitle Gasco and Gasoducto Andes S.A., or their successors, to claim the pertinent damages, and if the pertinent breach is repeated, it will also entitle Gasco to early terminate the Easement Agreement.

Assignment or transfer; renounce of further easements

The Sociedad may assign or transfer his rights over the mining concessions subject to this agreement; however, the assignee must explicitly undertake the terms and conditions of the Easement Agreement. Failutre to perform this obligation, will make Gasco not liable and the assignee will not be entitled to exercise its rights under the Easement Agreement.

Note that the Sociedad waived the right to request any further mining easements to explore or exploit over the area covered by the easement described in the Easement Agreement, nor to claim any damages from the use of the pipeline.

Water Rights

Briefly speaking, water rights in Chile are ruled by the Political Constitution of the Republic of Chile, the Water Code ("WC"), and the Decree Law No. 203-2013 which regulates water rights applications, among others.

Water exploration rights are authorizations which entitle its owner to carry out underground exploration exclusively within the boundaries of a water exploration right. However, a water exploration right does not entitle its holders to intake or use the underground water discovered, but rather to request a water exploitation right at the General Water Agency ("DGA"), which will be understood as submitted not on the date of the application of the water exploitation right, but on the date when the resolution granting the water exploration right was issued.

An application requesting an exploration water right must be submitted at the DGA or the respective Governor office, along with the pertinent documentation.

Accessibility, Client, Local Resources, Infrastructure and Physiography

Access and Climate

Access to the Project is via paved road from the town of San José de Maipó to San Gabriel and Romeral, then by dirt road along the ECOGAS pipeline right-of-way which follows the Maipó River to Quebrada Escalones. The base camp for the Project is located along the western edge of the Project just above the confluence of Quebrada Escalones and the Maipo River at an elevation of 2,400 masl. A total of 46 km of exploration drill roads access have been built between 1997 and 2000 by the SCM that lead from the base camp and the ECOGAS pipeline access road via a number of switchbacks crossing the Escalones Bajo fault zone and continuing up to the Meseta and the Escalones Alto portions of the Project. Additional drill roads extend from the Arguelles River along the eastern side of Escalones Alto.

Climate is typical for the central Chilean Andes, with cool to moderate summers and cold winters with an average precipitation of 1,000 mm, occurring primarily between May-October as snow. Winter weather (May to August) can be severe with prolonged periods of freezing temperatures and storms with daytime highs around -10 to 0º C and locally heavy snowpack. Summer temperatures (November to February) range from 2º C at night to 20º C during the daytime. Exploration can generally be carried out from October through April of the following year.

Local Resources and Infrastructure

The Project is readily accessible from the city of Santiago and town of San Jose de Maipo, where there is an adequate supply of labor, equipment and service requirements for conducting exploration or mining related activities.

Existing infrastructure in the Project area consists of a seasonal base camp, with the capacity to accommodate 50 persons, situated at lower elevations (2,400 m asl) along the Rio Maipo. Three drill access roads from the camp (9, 14 and 22km) have been re-opened, leading up to the main mineralized area. The Project is located adjacent to the ECOGAS pipeline right-of-way, which provides overland access from populated areas near Santiago. The pipeline

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right-of-way could potentially be developed as a utility corridor for power and other essential services from the hydroelectric plant Queltehues, approximately 53km downstream.

Physiography

The Escalones Project straddles the Cordon Escalones, a very steep and rugged north-trending ridge between the Quebrada Escalones and Rio Arguelles near the headwaters of the Rio Maipo, and approximately 9 km from the border between Chile and Argentina. Elevation of the Project ranges from 2,400 m at the base camp along the Rio Maipo, 3,400 m at Escalones Bajo, 3,800 m on the Meseta, and 4,077 m along the ridge at Escalones Alto. The Project is covered in some areas by glacial moraines and steep talus slopes that locally exceed the angle of repose. Mountainous working conditions can be hazardous in the Mancha Amarilla and slopes east of Escalones Alto towards the Rio Arguelles. The terrain is rugged and typical for this part of the central Andes Mountains in Chile. Vegetation on the Project above 3000 metres is non-existent to sparse with few small forbs and lichens found along the lower talus slopes and moraine deposits.

Prior to the construction of the ECOGAS gas pipeline and associated service road, there was no access to the Pr0ject except by horseback or helicopter. Presently, the pipeline road passes through the western part of the Project and provides relatively easy access from Santiago. Mineralization on the Project is exposed in two main prospect areas, or sectors, known as Escalones Bajo and Escalones Alto located 1.5 km to the east. The area in between is a relatively flat and gently sloping moraine covered plateau that is called the Meseta. Mineralization continues in the sub-surface for an additional kilometre to the east side of the Arguelles valley.

History

Historical Ownership

The Escalones Property was first optioned by General Minerals SCM, Chile ("GM"), later known as South American Silver Chile SCM ("SASC Chile"), when GM became a wholly-owned indirect subsidiary of South American Silver Corp. ("SASC"), the latter being a company incorporated under the federal laws of Canada. GM first optioned the Escalones Project in 1996 under the direction of Fitch and Felipe Malbran, from Juan Luis Boezio Sepulveda as "Boezio Option". The Escalones Option is currently managed by Pablo Caglevic who represents the Sociedad.

In June of 1999, GM signed a joint venture agreement with ASARCO. Under terms of the agreement, ASARCO could earn 60% interest in the project by completing a bankable feasibility study and making certain additional payments to GM.

SASC Chile terminated its interest in the Escalones Property in 2001 due to the poor economic environment, low copper prices and high ongoing option payments. SASC Chile reacquired its interest in 2004. No exploration sampling or analysis was carried out in 2004; however, a number of companies were shown the Escalones Property in an effort to locate a joint venture partner.

In March 2005, SASC Chile entered into an agreement with Minera Aurex (Chile) Limitada ("Minera Aurex"), a subsidiary of Phelps Dodge Corporation, whereby Minera Aurex could earn up to a 72% joint venture interest in the Escalones Property by incurring certain exploration expenditures, making certain payments to SASC Chile and completing a feasibility study.

In May 2007, Minera Aurex terminated the joint venture agreement with SASC Chile. At the end of this stage, a total of 30 drill holes (12,666m) had been drilled on the Escalones Property.

In March of 2014, SASC changed its name to "TriMetals Mining Inc.". Subsequently, in November of 2019, TriMetals Mining Inc. changed its name to "Gold Springs Resource Corp." and its common shares started trading on TSX under "GRC".

In May of 2019, Wealth Minerals Ltd. and World Copper entered into the Escalones Share Purchase Agreement to acquire the Escalones Property from Gold Springs.

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In July, 2020, World Copper changed its name from "Wealth Copper Ltd." to "World Copper Ltd."

Historical Exploration and Development

During the latter months of 1996 and early 1997, SASC Chile conducted initial geologic mapping and sampling. In 1997, the building of bulldozer roads commenced to provide access to the area between Escalones Alto and Escalones Bajo. Channel sampling and geological mapping was conducted at these new road cuts and along surface outcrops on the Escalones Property.

During the 1997-1998 field season, geological mapping was continued throughout the Escalones Property and the bulldozer access roads to Escalones Alto were completed. A total of 36 km of SP geophysical surveys were completed during this season and 310 additional channel samples of road cuts and bulldozer trenches were collected. A permanent camp facility with space for approximately 30 persons, an office, sample preparation and core logging facilities, and warehouse storage was completed at lower elevations adjacent to the ECOGAS pipeline above the confluence of Quebrada Escalones and the Rio Maipo.

The 1998-99 field season included an intensive programme of road and trench building, in preparation for drilling, additional geophysical surveys, and geological and structural mapping on a project and broader district scale. Technical studies to determine the radiometric age of selected intrusive rock units, fluid inclusion studies from selected rock samples and preliminary environmental and hydrological studies were conducted for the project. The first phase of diamond core drilling at Escalones Alto commenced in November 1998 and continued through March 1999. A total of nine drill holes (ES-1 through ES-9) were completed, totaling 4,434 m of core, during this season. Detailed core logging and sampling was conducted for geochemical analyses which showed the presence of strong copper-goldmolybdenum-silver mineralization in the Escalones Alto sector.

The 1999-2000 field season commenced in November 1999 and ended in late April 2000. The field programme primarily focused on completing drill access roads on the eastern side of Escalones Alto from the Rio Arguelles, continuation of the diamond drilling activities, and interpreting the results from prior geochemical and geological work. A total of 14 additional holes were completed during the season (ES- 10 through ES-23), totaling 5,725 m for a comprehensive project, totaling 23 holes for 10,159 m. The primary focus of the drilling was in the Escalones Alto sector, with two holes completed in the Escalones Bajo sector, which tested structural and geophysical targets. An additional 16 km of access roads were completed during the season, bringing the total to 46 km of new access roads completed on the Escalones Property.

During the 2000-2001 field season, a two-hole diamond-drilling (ES-24 and ES-25) programme totaling 1,212 m was completed during February to March 2001. One of these holes, ES-25, targeted potential porphyry style mineralization underlying the Meseta area between Escalones Alto and Escalones Bajo. This hole explored beneath the moraine cover and successfully intercepted porphyry-copper style mineralization over much of its length demonstrating that intrusive-hosted porphyry style mineralization is present beneath the Meseta.

SCM terminated its interest in the Escalones Property in 2001 due to the poor economic environment, low copper prices and high ongoing option payments, but subsequently reacquired its interest in 2004. In March 2005, SCM entered into an agreement with Minera Aurex (Chile) Limitada ("Minera Aurex"), a subsidiary of Phelps Dodge Corporation, whereby Minera Aurex could earn up to a 72% joint venture interest in the Escalones Property by incurring exploration expenditures, making payments to SCM and completing a feasibility study. In 2005, Minera Aurex completed an IP geophysical survey of the central part of the Escalones Property and defined a large sulphide target on the western part of the area known as the Meseta. This target is coincident with a road cut which the SCM previous chip sampling indicated the presence of 160 m of 0.6% copper. Minera Aurex was unable to obtain the required drill permits to test this target in 2005 due to a change in environmental regulations in the region. On December 28, 2006, Minera Aurex received the required drilling permits from the Chilean government and drilling of five holes (1,294 m) was completed in March of 2007. In May 2007, Minera Aurex terminated the joint venture agreement with SCM. At the end of this stage, a total of 30 drill holes (12,664 m) had been drilled on the Escalones Property.

In April 2008, SCM under the ownership of Gold Springs completed required environmental studies and submitted an Environmental Impact Declaration (DIA) which included a diamond drilling programme of 15,000 m. The

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environmental license was granted on August 18, 2009. In March 2011, SCM reopened facilities at the Escalones Property in preparation for the exploration programme that commenced in Q1-2011. A total of 136 additional channel samples in road cuts at Escalones Bajo and Escalones Alto were collected. During August to October 2011, SCM hired a consultant geologist expert in porphyry copper deposits to carry out an evaluation of the geological model of the Escalones Cu-Mo porphyry-skarn by remapping 3,400 m of the existing core. In November 2011, a total of 230 line-kilometres covering a total area of 45km[2] , of helicopter-borne ZTEM and aeromagnetic geophysical survey were carried out by Geotech Ltd.

In September 2012, Gold Springs announced the results of the 2012 five-hole diamond drilling programme and the interpretation of the ZTEM conductivity and magnetic geophysical surveys at Escalones, including a new copper oxide zone. During the 2011-2012 season, Gold Springs drilled five holes, totaling 3,205 m. Diamond drill hole ES-35, located 300 m E of ES-24, intersected 71 m of near surface, mixed secondary sulphide/oxide copper mineralization averaging 0.64% copper equivalent ("CuEq"). This hole also intersected high grade skarn mineralization at 456 m intercepting 4.5 m of copper mineralization averaging 4.32% CuEq within a 9.25 m zone averaging 2.39% CuEq. This skarn intercept extends the known skarn such that it has now been traced by drilling approximately 1.7 km horizontally and 1.1 km vertically.

In December 2012, Gold Springs commenced a summer drill programme at the Escalones copper-gold project. During the field season 18 additional diamond-drill holes (ES-36 to ES-53) were drilled, completing 9,070 m to April 2013. A total of 53 diamond drill holes totaling 24,939 m have been completed on the Escalones Property. 15,934 core samples were sent for geochemical analysis during the summer programme. In addition, an initial programme of metallurgical test work on Escalones material was commenced at SGS Laboratories in Ontario and was completed in April, 2013. Subsequently, a second set of samples were sent to SGS for further metallurgical testing. The standard sulphuric acid leach test achieved average copper extraction of 77% from mixed copper oxide/sulphide mineralization. Copper flotation was also successful and rougher/cleaner flotation testing of the porphyry material achieved copper concentrate grades of 25-34%. The metallurgical testing used conventional sulphuric acid and flotation methods although Gold Springs's patented chloride leach was also tested. The patented leach averaged 100% extraction of the copper and 57% of the gallium on both oxide and sulphide mineralization but with high reagent consumption.

Historical Mineral Resource Estimates

The mineral resource estimates described in the following paragraphs are not considered current or reliable; they are included here for historical completeness only. A qualified person has not done sufficient work to classify the historical estimates as current mineral resources. The historical estimates were completed in accordance with NI 43-101 reporting standards and CIM mineral resource classification categories in place at the time they were prepared (2011 and 2013, respectively). The historical mineral resource estimates are presented here as they were originally reported, including the disclosure of 'global' mineral resources, which are mineral resources not constrained by a pit shell. World Copper is not treating the historical estimates as current and all historical mineral resource estimates are superseded by the mineral resource estimate presented in Section 14 of this report.

GeoVector Management Inc. prepared a mineral resource estimate on the Escalones Project for South American Silver Corp in 2011, as reported in a news release issued on December 19th, 2011 (filed on SEDAR). The global Inferred mineral resource was estimated at "420 million tonnes of mineralized material containing 3.8 billion lbs of copper, 56.9 million lbs of molybdenum, 610,000 oz of gold and 16.8 million oz of silver, using a 0.2% copper equivalent (CuEq) cut-off grade." This was equated to a CuEq content of 4.5 billion lbs of copper grading 0.49% CuEq, based on approximate 3-year average metal prices of $3.00/lb copper, $1,200/oz gold, $22/oz silver and $16/lb molybdenum. The estimate was based on 30 diamond drill holes (12,666 metres) and 43 channel and road cuts (>2,100 metres) with >10,934 assay values collected through 2011.

In May, 2014, a revised Technical Report prepared by Gold Spring reported a mineral resource estimate 760 Mt of combined Inferred and Indicated at 0.33% Cu and 0.045 g/t Au, with an effective date of 28 June, 2013. The mineral resource estimate is no longer considered current for the following reasons:

Metal prices used to calculate the different cut-off grades have changed since 2013.

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The estimate was not based on "in-pit" resources; CIM regulations state that any "updated resource" must be considered as historical when the resource does not contain section on the "conformity shape of economic extraction" (i.e. a Whittle pit or equivalent).

The resources were estimated by Mr. Jeffrey Choquette, P.E. an appropriate independent qualified person. Table 6-1 presents an estimated range of mineral resources at various CuEq cut off grades in order to demonstrate the sensitivity of the resource estimate with respect to cut-off grade. The 2013 mineral resource estimate for the Escalones Property was reported using a base case 0.25 % CuEq cut-off grade for a total indicated resource of 232.561 million tonnes and a total inferred resource of 527.667 million tonnes. Copper Equivalent (Cu Eq %) calculations reflect gross metal content using approximate 3 year average metals prices as of June 25th, 2013 of $3.71/lb copper (cu), $1549/oz gold (Au), $30.29/oz silver (Ag), and $14.02/lb molybdenum (Mo) and have not been adjusted for metallurgical recoveries. An economic cut-off grade of 0.25% copper equivalent was assumed for this report. Contained metal values may vary from calculated values due to rounding.

The reader is cautioned that mineral resources are not reserves and do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues and are subject to the findings of a full feasibility study. The quantity and grade of reported inferred mineral resources are uncertain in nature and there has been insufficient exploration to define the inferred resources as an indicated or measured mineral resource.

Table 6-1 Escalones Project, Global Mineral Resource Estimate, May 2014

	CuEq%	Tonnes		Cu lbs								CuEq lbs
Classification	Cut-off	*1,000	Cu %	*1,000	Aug/t	Au Oz	Ag g/t	Ag oz	Mo %	Mo lbs	CuEq% 1	*1,000
Indicated	0.15	405,242	0.243	2,170,281	0.052	673,999	0.528	6,879,224	0.006	51,308,289	0.302	2,701,842
Indicated	0.25	232,561	0.308	1,578,329	0.067	498,012	0.661	4,938,667	0.006	31,908,650	0.380	1,947,232
Indicated	0.35	107,885	0.393	935,279	0.082	284,745	0.877	3,041,487	0.006	14,730,116	0.477	1,134,703
Indicated	0.45	43,319	0.507	484,661	0.092	127,714	1.329	1,850,716	0.006	5,665,736	0.602	574,524
Indicated	0.55	19,395	0.634	271,048	0.098	60,973	1.948	1,214,926	0.005	2,341,742	0.737	315,284
Indicated	0.75	6,141	0.860	116,456	0.107	21,198	2.760	544,871	0.005	722,393	0.979	132,489
Indicated	1.00	1,974	1.120	48,753	0.127	8,091	3.294	209,076	0.004	163,188	1.251	54,456
Inferred	0.15	1,023,299	0.253	5,712,479	0.028	931,176	0.624	20,520,258	0.006	132,275,704	0.300	6,768,823
Inferred	0.25	527,667	0.343	3,992,410	0.036	609,437	0.849	14,397,830	0.007	79,488,676	0.401	4,664,903
Inferred	0.35	233,140	0.463	2,378,257	0.047	349,019	1.205	9,029,026	0.008	40,503,161	0.535	2,750,819
Inferred	0.45	129,938	0.572	1,638,097	0.049	203,645	1.471	6,146,340	0.008	22,270,448	0.648	1,857,501
Inferred	0.55	73,690	0.688	1,117,424	0.051	120,870	1.622	3,841,986	0.007	11,658,186	0.765	1,243,336
Inferred	0.75	24,609	0.950	515,222	0.057	45,400	1.875	1,483,881	0.006	3,224,734	1.029	558,488
Inferred	1.00	8,622	1.300	247,098	0.055	15,342	1.792	496,792	0.003	661,249	1.368	260,062

Historical Production

The earliest reports describing geology and mineralization, and the mining and production history for the Escalones Property are dated 1925 and 1926, respectively (Katsura, 2006). A report dated 1926 gives a total production of 15.4 tonnes at a grade of 12% copper for the month of April 1926. Based on the descriptions in these reports, all of the old adits and surface workings that are observed on the Escalones Property were completed prior to 1926. The largest of the underground workings, the Socavon Grande, exploited surface exposures of magnetite skarn at the Escalones Alto sector of the Escalones Property. These workings consist of an adit approximately 40 m long, another adit eight m long, and scattered prospect pits, at Escalones Alto and Escalones Bajo. Based on initial field observations by the predecessor company in 1996, it appears that no significant exploration or mining on the Escalones Property had been conducted since 1926, and the facts in the 1926 report appear to be reasonable based on the observed level of disturbance. To HRC's knowledge, no prior modern production has been carried out at the site.

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Geological Setting and Mineralization

A portion of the text presented in this section is modified and/or excerpted directly from " NI 43-101 Amended Technical Report, Mineral Resource Estimate on the Escalones Porphyry Copper Project " prepared by HRC (HRC, 2014). The author has reviewed this information and the available supporting documentation in detail, and finds the descriptions and interpretations presented herein to be reasonable and suitable for use in this report.

Regional Geology

The Escalones Property is situated within the Miocene to Pliocene age Pelambres-El Teniente Porphyry copper belt, which hosts the world's largest underground porphyry copper deposit at El Teniente, as well as other large copper deposits at Los Bronces - Andina and Pelambres in Chile, and Agua Rica, Pachon and Bajo La Alumbrera in Argentina (Katsura, 2006). Porphyry copper mineralization within this metallogenic province is associated with igneous activity ranging in age from 4.6 – 7.0 Ma (El Teniente) to 9.7 Ma (Los Pelambres). The general age of igneous activity at the Escalones Property was determined to be between 8.2 to 6.7 + 0.3 Ma, based on a K/Ar analysis from primary igneous biotite in the granodiorite intrusive (Maus, 1999). Thus, the timing of intrusions and mineralization at the Escalones Property is within the range of other large deposits in the metallogenic province.

The Escalones Property is located in the central Andes Mountains (Figure 7-1), within a north-south trending fold and thrust belt consisting of Paleozoic and Mesozoic rocks that exhibit at least six episodes of tectonic and orogenic activity since the Triassic period (Klohn, 1960; Charrier, and others, 1981; Ramos, 1988). The rock units exposed in the Escalones Property area consist of at least two episodes of Mesozoic transgressive marine and terrestrial sedimentary rocks, which are intercalated with volcanic units. These rock units have been subsequently folded, deformed, and displaced by thrust faulting, and intruded by Tertiary intrusive complexes. All rocks are overprinted by genetically related mineralization and hydrothermal alteration.

Normal faulting associated with regional uplift, and the active erosion by water and glaciers continue to expose deeper portions of the range.

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==> picture [450 x 435] intentionally omitted <==

Figure 7 1 Central Chile Regional Geology; modified from Mpodozis and Cornejo (2012)

Local and Property Geology

Lithology

The oldest rock units exposed in the Escalones area are identified as sediments of the Upper Jurassic Nacientes del Teno Formation, which consists of a sequence of tightly folded red sandstones, shale, sandy limestone and up to 200 m of intercalated gypsum/anhydrite. Regional folding of the Nacientes del Teno Formation has resulted in plastic deformation of the gypsum/anhydrite units, which commonly form diapirs that intrude overlying units and have displaced large blocks of adjacent sediments, often creating a chaotic assemblage of lithologies that obscures contact relations among other rock units. It has also been noted that this formation is commonly associated with detachment faults in the region and that gypsum diapirs migrate along these flat-lying structures (Maus, 1999).

The Rio Damas Formation stratigraphically overlies the Nacientes del Teno Formation, and consists of more than 1,000 m of volcanic andesite flows, tuffaceous sediments, intercalated conglomerates, and a red sandstone unit that were all deposited in a continental setting. Rocks of the Rio Damas Formation typically are highly disrupted, and

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occur as displaced blocks within gypsum diapirs that are rooted in the underlying Nacientes del Teno Formation. In the Project area, a calcareous sedimentary member is referred to as the Escalones Bajo sedimentary sequence and is part of the Rio Damas Formation.

The Baños del Flaco Formation conformably overlies the Rio Damas Formation, and consists of a thick package of rhythmically bedded calcareous to carbonaceous mudstone, siltstone and fossiliferous limestone that are locally intercalated with volcaniclastic and andesitic flows. The dark grey to black colour and carbonaceous content are distinctive features that help distinguish the rocks of the Baños del Flaco Formation from both underlying and overlying terrestrial red-bed units in the project area. The Baños del Flaco Formation has also been described elsewhere as the Lo Valdes Formation, where it consists of a 1,300-1,800 metre section representing a continuous period of marine sedimentation in the Andean Basin, during the late Jurassic-early Cretaceous and precedes a widespread compressive orogenic episode which began in the middle Cretaceous (Hallam et. al., 1986). In the project area, the upper calcareous sediments and limestone are referred to as the "Escalones Alto sedimentary sequence" and overlies a siltstone member of the same formation.

The Colimapu Formation overlies the Baños del Flaco Formation and is characterized by up to 3,000 m of red tuffaceous sandstone, intercalated conglomerate, volcaniclastic and andesite flows, and evaporites that were deposited as the Andean Basin was being compressed and uplifted during the middle- Cretaceous.

In the Project area, the Colimapu Formation is unconformably overlain by a thick sequence of volcanic rocks consisting of subaerial andesite flow, tuffs, volcaniclastics, breccias, and is locally intercalated with tuffaceous sediments. These rocks have been tentatively correlated with the Late-Cretaceous Coya- Machali Formation and/or the Miocene Farellones Formation in the Project area (Maus, 1999). Exposures of very young volcanic rock units have been identified north of the project area along the Cordon Escalones and are possibly recent flows and tuffs originating from Volcan Maipo, an active volcano located approximately 14 km southeast of the project area along the ChileArgentina border.

The sedimentary rocks have been structurally arranged in a complex manner, such that tuffaceous sediments and carbonates of the Baños del Flaco Formation form the backbone of the Cordon Escalones. Along the north-south Escalones Bajo structure, the tuffaceous siltstones and carbonates of the Rio Damas Formation are in thrust contact with the Baños del Flaco siltstones, and gypsum diapirs have migrated along the structure from the underlying Nacientes del Teno Formation. Along the east side of the Cordon Escalones, the upper limestone and carbonate members of the Baños del Flaco Formation, appear to have been thrust over the lower tuffaceous siltstone member at Escalones Alto, this structural zone appears to be subparallel to primary bedding structures, and are intruded by a series of andesite dikes and sills. The upper carbonate unit of the Baños del Flaco Formation is also referred to as the Escalones Alto sedimentary sequence.

The sequence of sedimentary and volcanic rocks in the Project area have been intruded by a series of intermediate composition dikes, sills and plugs that were emplaced between 8.2 to 6.7 million years ago.

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Figure 7 2 Local Geology; modified from Armitage (2012)

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The oldest intrusive rocks occur as andesite dikes and sills that were emplaced subparallel to bedding planes within the Baños del Flaco Formation, along low angle thrust faults and crosscut sedimentary units. A diorite plug and associated dikes crosscut all sedimentary units and the andesite dikes and locally follow zones of recurring faults. The largest intrusion exposed is a granodiorite stock that crops out near the southwest edge of the Meseta and has been intersected in drill holes beneath portions the Meseta area (ES-25). Emplacement of the granodiorite stock produced a broad alteration halo of biotite hornfels in overlying tuffaceous siltstones of the Baños del Flaco Formation. The granodiorite intrusion and adjacent altered rocks are in turn cut by later dacite dikes associated with the evolving intrusive porphyry system. The age of the andesite sills at Escalones was determined to be 8.2+ 0.3 Ma using a fresh sample containing primary igneous biotite (Maus, 1997). Another age was determined by Geochron labs (1998) to be 6.7 Ma from a fresh sample of the granodiorite intrusion (Maus, 1999). The age of these intrusive rocks help bracket the timing of the evolving intrusive complex at Escalones, and these ages are similar to those from other porphyry copper deposits in the central Chilean Andes, as described above.

Structure

The Project is located in the central Argentinean-Chilean Andes, which is dominated by a north-south alignment of folded rocks and east-west oriented basement faults (Katsura, 2006). There have been at least six major unconformities documented in the region, characterized by episodes of compressional deformation that resulted in folding, thrust faulting, detachments and normal faulting since the Triassic (Charrier and others, 1981; Ramos, 1988). Unravelling the structural history for a specific area is complicated in the project area because the gypsum/anhydrite units within the Nacientes del Teno and Colimapu formations deform plastically and are commonly mobilized as diapirs that displace large blocks of adjacent, more competent rocks in the stratigraphic section. The gypsum/anhydrite units commonly form the cores of anticlines in the region and when these are breached by thrust faulting, the gypsum/anhydrite units move along these zones of weakness. The Escalones Bajo structure is an example of a thrust fault where gypsum has migrated along the contact and presents a complicated arrangement of the rock units and blocks within the structures.

In the Project area, rock units of the Nacientes del Teno, Rio Damas, Baños del Flaco, and Colimapu formations have been folded, displaced by gypsum/anhydrite diapirs and locally juxtaposed by a complex series of thrusting and normal faults associated with regional deformation, basement structures and the emplacement and evolution of the underlying porphyry system.

A study was conducted by Glover (1999) to unravel the complex structural history at Escalones, which identified at least three phases of thrust faulting that pre-date emplacement of the intrusive complex and skarn mineralization. This sequence consists of an early phase of westerly oriented thrusting that resulted in placing Baños del Flaco (Escalones Alto) limestone in thrust contact over tuffaceous siltstones that belong to a lower member of the same formation. The second phase is characterized by the east- verging Escalones Bajo thrust fault which is oriented at 350-360°/70-80° W, dikes present in the hanging wall limestone member have been boudinaged and are locally enclosed by gypsum in the fault zone. Gentle folding in the hanging wall rocks appear to have been synchronous with thrusting, and only affect the upper plate units above the Escalones Bajo Fault zone. Glover (1999) estimates that up to 600 m of displacement occurred along the Escalones Bajo Fault zone and suggests this fault may be part of a larger regional structure that was important in localizing subsequent intrusions and mineralization. Post deformational felsic dikes and magnetite skarn occur within the fault, with relatively unaltered limestone in the hanging wall indicating that the fault acted as an important barrier to hydrothermal fluids during mineralization. The last phase of thrusting is observed west of the Escalones Property, where an easterly oriented thrust appears to truncate the early thrusts. This structure is projected to occur north of Quebrada Escalones and the main project area.

East-west and northeast striking normal faults, dipping north, are observed in the project area to exhibit minor displacements, but locally serve to control emplacement of porphyry dikes. A prominent normal fault occurs in Quebrada Escalones, where the base of Cretaceous volcanics has been displaced 200 m down to the northwest. This fault appears to have been a locus for later emplacement of the porphyry intrusive stock and suggests that normal faulting and extension may have been synchronous with development of the underlying igneous complex. The Escalones Bajo Fault appears to have been reactivated as a normal fault, possibly during and after emplacement of the porphyry intrusion. Slivers of mineralized skarn occur within the broad Escalones Bajo Fault zone and it appears that the fault acted as a conduit and barrier to mineralizing fluids

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Alteration and Mineralization

Copper + gold-silver-molybdenum mineralization at Escalones occurs as skarn and porphyry types, as copper oxide (primarily chrysocolla), sulphate, and carbonate (malachite and azurite) down to approximately 3400m elevation, and along structures to 3300m, and transitioning at depth to chalcopyrite, chalcocite, bornite, and covellite. High-grade copper-oxide skarn mineralization forms the resistive high ridge at Escalones Alto and attracted the first exploration efforts and small-scale production from limited workings.

As shown in Figures 7-3 and 7-4, the drilled area of porphyry mineralization is almost 100% covered by till gravels (the "Meseta") and any exposures are strongly leached. Hence, porphyry mineralization was only recognized once drilled. Drilling from this plateau determined that the underlying copper mineralization occurs as disseminated mineralization and stockworks within the granodiorite and other porphyry intrusions.

Drill hole ES-25 was the first hole to intercept porphyry mineralization consisting of disseminated chalcopyrite and stockwork quartz veining hosted by seriate textured granodiorite and dacite porphyry stock. ES-25 intersected 293 m averaging 0.36% copper and 0.09 g/t gold. Porphyry mineralization is associated with moderate to intense potassic alteration (as secondary biotite) in the granodiorite. In general, potassic-altered hornfelsed shale/sandstone along both western and eastern flanks of the central intrusive complex hosts lower copper grades than the granodiorite and dacite porphyry hosts.

Enriched porphyry mineralization may continue under the southern extension of the lithocap, called the "Mancha Amarilla". This area of intense iron-oxide stained argillic alteration extends over one kilometre to the south but has not been drill tested and has almost no surface sampling or mapping. Porphyry mineralization is also open to the west, between the western edge of the Meseta to the Escalones Bajo fault zone. Surface sampling indicates the fault zone is mineralized as well and may host higher-grade mineralization.

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Figure 7-3 Escalones Block Model Copper Grades on E-W Section 6224900N

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Figure 7-4 Escalones Block Model Copper Grades on E-W Section 6224600N

Skarn mineralization peripheral to the porphyry along the eastern margin comprises mostly magnetite, garnet and pyroxene skarn developed within carbonates and calcareous shale near contacts with intrusive rocks, with typical coarse copper oxides and carbonate near surface, transitioning to chalcopyrite-pyrite at depth. Finer disseminated and fracture-controlled mineralization occurs within biotite hornfels with quartz stockwork in steeply east-dipping hornfelsed calcareous shale and fine sandstone, and to a lesser extent within altered andesite sills and dikes. Magnetite skarn generally hosts the better mineralization, especially in the upper oxidized portions. Grades are highest close to the contact of the reactive sedimentary rocks with the central intrusive complex. At least two mineralized horizons occur: the main, lower horizon forms the sharp ridge with the best mineralization at surface, and dips steeply to depth under barren sedimentary rocks to the east and north, but extends along surface to the south to holes ES-32, 43 and 24, where it then appears to flatten in a fold, exposing the southern limit. The 3.4m of near-massive sulphides with 5- 7% copper intersected at the bottom of ES-35 appear to be this horizon. An upper, oxidized skarn horizon that was intersected at the top of ES-35 is buried beneath talus and has unknown dimensions.

On the west side of the ridge, additional mineralization is concentrated along structural zones at Escalones Bajo (Katsura, 2006). Only one hole (ES-09) was drilled here but was collared in, and remained within, limestone for almost the entire length, and so did not test mineralization exposed at the road cuts at surface.

The distribution of copper-gold-silver, in both porphyry and skarn zones, is strongly controlled by depth from surface, with higher grades occurring in the upper 300 metres and along oxidized structures. Within the main intrusion, and to lesser extent in the hornfels, supergene weathering and mobilization of copper has developed a sub-horizontal stratification of grades. This is best seen in cross sections of copper grades in the Gold Spring block model (Figures 7-3 and 7-4), which indicate the supergene blanket is potentially >300 metres thick. The mineral zonation is clearly seen in core where upper portions are completely altered to clay with iron and copper oxides, transitioning down to mostly weakly altered rock with oxides primarily in fractures and faults, with the oxides diminishing with depth to where sulphides are preserved in fractures. The oxide-sulphide boundary is more complex within the magnetitegarnet-pyroxene skarn, controlled more by host lithology, with the coarse sulphides only partially converted to

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secondary minerals and extending closer to the surface, especially within calcareous units. Within thicker limestone beds, copper occurs mainly as fracture-controlled malachite.

The domain model employed for classifying material in the block model (Figure 7-5) should be adjusted as more exploration and metallurgical testing data becomes available. The current model does mix some geological units with mineral zonation due to weathering. The skarn zone is as deeply weathered and oxidized in places as the enrichment zone, with similar copper oxide minerals. The extent and depth to which copper oxides (including minor carbonate and sulphate) and chalcocite has replaced primary chalcopyrite can only be estimated and can be improved with the benefit of detailed sequential leach tests. Based on core logging, approximately 65% of the copper resources at Escalones (i.e. >0.2% Cu) appears to be enriched with secondary copper oxides and chalcocite and therefore possibly amenable to heap-leach mining. The potential extension of higher-grade supergene material to the south under the heavily clay-altered Mancha Amarilla lithocaps is a priority drill target.

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Figure 7-5 Gold Springs Mineral Domains, 2012 Block Model

Anomalously high gold values (> 2 g/t) within the Escalones Alto skarn zone (Table 7-1) are associated with low copper and silver values in shallow (<30 m), oxidized drill interceptions from just two holes: ES-18 (andesite sill host) and ES-43 (skarn), about 250 metres apart. The intervals are from rusty, fractured rock lacking any typical epithermal mineralization (i.e. quartz veins) suggesting there is localized supergene gold in the skarn ore zone. Below 2 g/t Au, all but one occurrence is accompanied by high copper grades (> 3%) and silver (>5 g/t) and gold grades have a positive correlation with these metals, indicating primary Cu is associated with Au+Ag. The mineralization in ES-43 is open for at least 200m to the northwest and southeast, and completely open to the south. There is surface sampling to within 100m northwest of the hole.

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Table 7-1 Select "Gold Skarn" Assay Results

Hole ID	Sample	FROM (m)	TO (m)	Width (m)	Cu %	Ag g/t	Au g/t	Mo %
ES-43	203022	33.10	34.50	1.40	0.0038	0.1	18.03	0.0015
ES-43	203023	34.50	35.69	1.19	0.0058	0.1	9.38	0.0019
ES-43	203020	32.00	33.10	1.10	0.0032	0.1	7.80	0.0030
ES-18	63448	28.00	29.00	1.00	0.0368	0.6	3.63	0.0052
ES-43	203016	25.00	27.00	2.00	0.0052	0.1	2.22	0.0019
ES-11	55476	178.00	179.00	1.00	9.9999	34.4	1.28	0.0114
ES-43	203019	30.50	32.00	1.50	0.0035	0.1	0.96	0.0027
ES-6	49413	133.00	134.00	1.00	3.0777	12.3	0.89	0.0015
ES-4	48452	136.10	137.35	1.25	3.8908	13.1	0.88	0.0073
ES-1	46112	65.00	65.80	0.80	3.2093	6.3	0.88	0.0032

Elsewhere, gold and silver correlate well with copper and also appear to be enriched in the upper levels. Figure 7-6 is a map of downhole copper (as bar-graphs) over gridded downhole gold. Both copper and gold grades decrease with depth on the inclined holes in the centre of the deposit; the map for silver is very similar but not presented here.

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Figure 7-6 Downhole Cu (green bar-graphs) over gridded downhole Au.

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Deposit Types

Exploration at the Escalones Project is based on the two deposit-model types that have been identified within the Project area: porphyry and skarn (Katsura, 2006).

Porphyry copper deposits are large-tonnage, low-grade, hydrothermal copper sulfide occurrences distinguished by very large volumes of altered rock and temporally and spatially associated porphyritic intrusions. Copper in porphyry copper systems may occur in stockworks, disseminated, or as contact replacement bodies and may be found in wall rocks and/or in genetically related intrusions. Pyrite chalcopyrite-bornite often dominates the sulfide mineralogy. In deep zones or in calcareous rocks, pyrrhotite may be present instead of pyrite. Alteration types are typically zoned around a central core and, although they may vary depending on a number of factors, can include potassic (biotite and potassium feldspar), phyllic (sericite, quartz, pyrite), propylitic (chlorite, epidote, albite, calcite, sericite), and argillic (chlorite, montmorillonite) alteration.

The dimensions and geometries of porphyry copper deposits vary widely, due in part to post-ore intrusions, the varied types of host rocks that influence deposit morphology, the relative amounts of supergene and hypogene ore, each of which has different configurations, and especially erosion and post-ore deformation including faulting and tilting (John et. al, 2010). Porphyry copper deposits commonly are centered around small cylindrical porphyry stocks or swarms of dikes that in some cases are demonstrably cupolas of larger underlying plutons or batholiths. Plan areas of ore-related intrusions typically range from 0.2 to 0.5 km[2] . Undeformed deposits commonly have circular or elliptical shapes in plan view, with diameters that typically range from 0.1 to 1.0 km and have vertical dimensions that are similar to their horizontal dimensions. In cross section, ore zones vary from cylindrical shells with altered, but lowgrade, interiors referred to as "barren" cores, to inverted cups around barren cores, to multiple domes or inverted cups, and to vertically elongate, elliptical shapes (John et. al, 2010).

Skarns are coarse-grained metamorphic rocks composed of calcium-iron-magnesium-manganese-aluminum silicate minerals that form by replacement of carbonate-bearing rocks (in most cases) during contact or regional metamorphism and metasomatism. Skarn deposits are relatively high-temperature mineral deposits related to magmatic hydrothermal activity associated with granitoid plutons in orogenic tectonic settings; skarns generally form where a granitoid pluton has intruded sedimentary strata that include limestone or other carbonate-rich rocks. The processes that lead to formation of all types of skarn deposits include: (1) isochemical contact metamorphism during pluton emplacement, (2) prograde metasomatic skarn formation as the pluton cools and an ore fluid develops, and (3) retrograde alteration of earlier-formed mineral assemblages. Deposition of ore minerals accompanies stages 2 and 3.

Skarn deposits are typically zoned mineralogically with respect to pluton contacts, original lithology of host rocks, and (or) fluid pathways. Later petrogenetic stages may partly or completely obliterate earlier stages of skarn development. Skarn deposits commonly are also associated with many other types of magmatic-hydrothermal deposits in mineral districts. In fact, distinction between skarn and other deposit types is not always apparent, and in many districts, skarns form an intermediate "zone" between porphyry deposits in the center of mining districts and peripheral zones of polymetallic vein and replacement and distal disseminated deposits.

Figure 8-1, modified from Robb (2005), illustrates a typical environment in which polymetallic skarns normally form. When a granite or porphyry stockwork intrudes into a carbonate sedimentary sequence, the fluids associated with the intrusion pass through the contact sediments. This creates prograde hydrothermal alteration of varying intensities as a function of the host sediment composition and reactivity of this with the fluids. A distinct zonation is often evident in both the alteration suite and tenor of mineralization, with both increasing toward the center of the intrusive stockwork.

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Figure 8-1 Example Ore-bearing Magmatic-Hydrothermal Fluid Association with Granitic Stock (Modified from Robb, 2005)

Historical production and previous exploration at Escalones focused primarily on exposed skarn mineralization in the Escalones Alto portion of the Project and down-dip extensions of magnetite-copper skarn that have been exposed in road cuts and intercepted in drilling. The magnetite skarns contain high-grade copper mineralization and locally high gold grades. The majority of the drill holes have explored the upper portions of the skarn and, to a limited extent, the down-dip and south extensions of mineralization. A secondary target area for skarn mineralization lies along the Escalones Bajo structure, which at surface has the most anomalous copper, gold, silver, and molybdenum outside the Escalones Alto skarn.

Porphyry mineralization is of much larger tonnage than the skarn (with currently defined extents), but lower in average grade. Both mineralization styles show secondary enrichment in the upper 300 metres and have their highest grades there. Currently the boundary of the enriched material with underlying primary sulphide mineralization is well-defined within the intrusions and hornfels, but less-defined in the more geologically complex skarns. The boundary between dominantly acid-soluble copper resources versus primary sulphide-dominated mineralization, and the tonnages above and below, is crucial in determining whether the project should advance as a heap-leach or flotation/leach combination operation

Exploration

World Copper Exploration

World Copper has not carried out any field exploration since the acquisition of the Project due to a combination of budgetary and seasonal (weather/climate) constraints. Since May 2019, World Copper has conducted desktop studies compiling and validating, to the extent possible, all historical digital surface sampling and drill data of the previous operators. The geological, geochemical and geophysical datasets have been integrated using GIS software. Geological plans and cross sections were redrawn at 100-m intervals across the area of the historical drilling, and geophysical sections were drawn along collection lines where possible. Digital core photos for approximately two-thirds of the total meterage (all currently available) were examined for consistency with the drill database (assays and logging) compiled by past operators, and greatly assisted in interpreting controls on mineralization. After recoding for mineral zonation, and replotting all sections, a 3D wireframe of the base of the supergene mineralization zone was created from the cross sections in order to ascertain the potential extent of soluble copper mineralization.

In November 2019, Pat Burns and Felipe Malbran (Gold Spring's General Manager) conducted a fly-over of the project to ascertain the condition of access and historical drill roads, as well as take photos of the distal anomalies. Sites examined from the air included the natural gas pipeline which passes through the project, the basecamp and the main

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Escalones deposit along the western and eastern edges, noting the access roads and drill platforms on the top of the Escalones ridge and the old mine workings near the ridgetop. The flight then swung to the north up the Rio Negro and examined the three large hydrothermal alteration anomalies.

In January 2020, World Copper acquired ASTER imagery from PhotoSat of Vancouver, Canada, with the main objective of evaluating multiple colour anomalies across the concessions and comparing them with the main anomaly hosting the resource estimate. This work helped delineate the distal exploration targets and plans for future surface sampling. It also helped to delineate the nature and extent of the essentially unexplored southern half of the main lithocap, which extends over one kilometre south of the historical drilling.

Exploration targets at Escalones are two-fold: 1) extensions to the drill-tested mineralization under the main ridge (the Main Zone), comprising flanking skarn, hornfels and the southern extension of primary and secondary-enriched mineralization under the Mancha Amarilla (Figure 9-1), and 2) distal porphyry and skarn targets, potentially of similar tonnage to the Main Zone, as currently defined by satellite colour and ASTER anomalies (Figures 9-2 through 9-4).

Drilling to date at the Main Zone has focused on the skarn in the immediate vicinity and to the east of the Meseta, and the mineralized intrusions under the Meseta itself.

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Figure 9-1 Satellite Imagery of the Mancha Amarilla Exploration Target at Escalones Main Zone, with Cu in Rock Sampling; Drill Holes are Shown with Stems Projected to Surface

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Figure 9.2 Northern Targets on Regional Geology; note that each is roughly the same area as Escalones Main Zone; modified from Armitage (2012)

Additional drill targets include:

Extensions to the Escalones Alto skarn down-dip to the east and for several kilometres to the north, and shallow extensions to the south, based on the magnetic survey.
Extensions to the known intrusion-hosted primary and secondary-enriched disseminated mineralization to the south of the Meseta under the Mancha Amarilla, an area approximately 1000 by 800 metres in size, based on the ASTER interpretations.
The west side of the Meseta and the rocks extending to the Bajo Fault where secondary copper sulfides and oxides are seen in outcrop, based on surface sampling.

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Figure 9-3 Northern Targets Gossan Interpretation from ASTER Imagery

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Figure 9-4 Northern Targets Sericite Interpretation from ASTER Imagery

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Exploration Work Completed by Previous Operators

The following is a description of surface exploration work completed on the Project by previous operators to date. This includes historical work and work completed by Gold Spring through 2013. The first phase of work on the Project by Gold Spring included re-opening access roads and the project camp, re-logging and sampling of historical drill holes, re-interpretation of IP (induced polarization) and other geophysics, and trench sampling across surface exposures of geophysical anomalies and zones of visible copper mineralization.

Geophysical Exploration

In 2005, Minera Aurex completed a limited Induced Polarization (IP) geophysical survey on the Meseta and further defined a geophysical target on its western side (Figure 9-5). The geophysical work consisted of approximately 12 km of variably oriented IP lines that identified a strong response in an area of approximately 1,000 by 500 metres located in the north-west segment of the Project approximately 1,000 metres to the west of the majority of the earlier (skarn) drilling. The IP apparently was successful in generally indicating porphyry copper style (i.e. disseminated) mineralization below the Mesta. However, when the inversions are plotted on sections with drill holes, the correlation of chargeability with copper grades is poor to non-existent.

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Figure 9-5 IP 150m Depth Slice, Main Escalones Zone

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In early 2011, approximately 8 km[2] of Self Potential (SP/Redox) geophysical lines were completed over the Main Zone by Jacob Slocan, of Colorado (Figure 9-6). Despite the author touting the results of this work, subsequent drilling revealed it to be of less use than initially thought. As an example, ES-9, is located within an SP high but collared on, and remained within, barren limestone. Hole ES-3 also is located on an SP high, but returned relatively weak results. Further drilling in this western zone may intercept sulphides adjacent to the limestone, within the fault zone, to explain the SP anomaly. Three holes drilled near the recommended +1200m deep hole all returned better values at shallow levels than at depth, against what the SP interpretation suggested.

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Figure 9 6 Map of SP/Redox over the Main Zone (with downhole Cu as bars on drill stems); modified from Slocan (2011)

In late 2011, Geotech Ltd. of Aurora, Ontario carried out a helicopter-borne geophysical survey for Gold Spring, based out of San Gabriel, Maipo Valley. Principal geophysical sensors included a Z-Axis Tipper electromagnetic (ZTEM) system, and a cesium magnetometer. Ancillary equipment included a GPS navigation system and a radar altimeter. A total of 230 line-kilometres of geophysical data were acquired during the survey. This was the highest elevation survey conducted by Geotech and the lines had to be flown parallel to the main Escalones ridge, and therefore parallel to most geological trends. The survey was flown in a southwest to northeast (N 9° E azimuth) direction, with a flight line spacing of 200 metres. Due to the high relief (elevation ranging from 2,371 to 4,596 masl), tie lines were neither planned nor flown for this survey.

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The survey results were presented as the following maps:

Reduced to Pole of Gold Springs (Figure 9-7)
3D View of In-Phase Total Divergence versus Skin Depth
In-Phase Total Divergence (25Hz, 75Hz and 300Hz)
Tzx In-line In-Phase & Quadrature Profiles over 75Hz Phase Rotated Grid
Tzy Cross-line In-Phase & Quadrature Profiles over 75Hz Phase Rotated Grid

Despite the short-comings of the survey, the data underwent further processing by MIRA Geophysics who completed 3D inversions of both the ZTEM resistivity data and the magnetic data. Interpretation shows a magnetic body dipping east at Escalones Alto to a depth of approximately 2,000 metres coincident with the gold-copper magnetite skarn at ES-1. The magnetic body interpreted at Escalones Alto extends the area with copper skarn mineralization for about 4 km in a north- south direction with dips to the east towards the Arguelles River. The 3D inversion interpretation of the ZTEM conductivity included a large elongate conductive body extending from the near surface mineralization located in ES-35 (71 metres of near-surface, mixed secondary sulfide/oxide copper mineralization averaging 0.64% copper equivalent). This conductive body extends several kilometres north-south within the lower part of the Arguelles valley in rocks that overlie the main skarn zone.

The line orientation and lack of tie lines complicated the data interpretation and, after reviewing the data in March 2020, Geotech has agreed that the data needs to be reprocessed with more advanced software that was not available in 2011. Therefore, the interpretations of MIRA are not being used to site drill holes at the current time.

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Figure 9 7 Airborne RTP over the Main Zone

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Figure 9-8 Interpretation of ZTEM conductivity along the western margin

Geochemical Sampling

Surface exploration by Gold Spring included an intensive programme of surface geochemistry, primarily channel sampling of fresh rock exposures in cuts and trenches excavated by bulldozer during road construction (Figure 9-9). Although surface sampling is considered a reliable indication of mineralization in the surface environment, the depth, extent and lateral continuity of mineralization can only be confirmed by adequate drilling or underground work. On the basis of this sampling, a large area at Escalones Bajo was determined to host highly anomalous copper in an area of old workings, while at Escalones Alto, channel sampling of road cuts confirmed that high-grade copper values, and locally gold, are associated with the magnetite skarn. Some of the more significant results obtained during the 19971998 field season are listed in Table 9-1.

Results of the channel sampling from mineralized skarns exposed in underground workings and in outcrops at Escalones Alto indicated that significant copper grades can occur in both the garnet hornfels and magnetite skarn facies and that the higher gold values are associated primarily with the magnetite in the skarn.

During the second field season (September 1998 to March 1999), bulldozer trenching and road construction in Escalones Alto provided access and exposures for additional detailed sampling. Significant results from two of the road cuts and trenches on the southern face of Escalones Alto are included in Tables 9-1 and 9-2.

During the 1999-2000 field season, additional high-grade copper-(gold) mineralization was discovered at Escalones Alto, and extended the anomalous road cut area identified in the previous season further to the NE. These results included an 81 metre-long channel sample interval that averaged 1.54% copper and 0.74 g/t gold. Within this interval there is a 25 metre section that averaged 2% copper, 2.0 g/t gold and 17 g/t silver. This section of the new road cut at Escalones Alto traverses the core area of the magnetite bearing skarn.

Additional geochemical rock sampling was carried out in 2011. Surface sampling at both Escalones Alto and Escalones Bajo areas returned significant values for copper, gold, silver and gallium, as highlighted by selected one-

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metre channel sampling results in Table 9-2. Road cuts across surface exposures of this mineralization include 116 metres of 1.4% copper, 0.57 g/t gold and 21 ppm molybdenum (1.83% copper equivalent[1] ).

Table 9-1 Escalones Surface Sampling (1997-1999)

Sample ID	Distance (m)	Copper (%)	Molybdenu m(ppm)	Gold (g/t)	Silver (g/t)
Escalones Bajo Road Cut Channel Sampling (1997-1998)
14943-14950	170	0.51	32
Including	60	1.22	41
Including	20	2	79
14919-14933	237	0.08	38
31551-31562	117	0.11	9
31564-31565	12	0.77	8
Escalones Alto Road Cut Sampling (1997-1998)
22319-22328	24	1.15	10
Including	17	1.46	10
22331-22333	30	1.03	13
Including	10	1.45	12
22334-22338	16.5	1.10	33
14914-14918	19	0.33	60
22339-22345	70	0.55	25
Including	20	1.63	1
22361-22377	35	0.55	7
Including	6	1.48	8
Socavon Grande Underground Sampling (1997-1998)
14733	0.8	1.86		13.93
Channel C	1.8	2.76		1.75
Channel D	2	2.61		0.5
Channel G	11	1.98		0.21
Including	4.0	3.91		0.55
Escalones Alto Road Cut			Sampling (1998-1999)
Road Cut No. 1
32873-32891				0.02	20
Including				0.08	46
Road Cut No. 2
33146-33175	38	1.36		.22
Trench
33103-33128	26	0.71		1.24
Including	8	0.5		3.37

Table 9-2 Escalones Road Cut Channel Sampling

Sample ID	Distance (m)	Copper (%)	Molybdenum (ppm)	Gold (g/t)
	Selected Escalones Bajo Road Cut Channel Sampling
14943-14950	170	0.51	32	0.02
Including	60	1.22	41	0.01
Including	20	2	79	0.02
14634-14636	11	1.3	7	0
14919-14933	237	0.08	38	0

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Sample ID	Distance (m)	Copper (%)	Molybdenum (ppm)	Gold (g/t)	Silver (g/t)	Gallium (g/t)
31551-31562	117	0.11	9	0
31564-31565	12	0.77	8	0
111013-111075	126	0.03	3	0	0.6	17.1
		Alto Road Cut Channel Sampling
22319-22328	24	1.15	10	0.24
Including	17	1.46	10	0.28
22331-22333	30	1.03	13	0.04
Including	10	1.45	12	0.05
22334-22338	16.5	1.1	33	0.13
14914-14918	19	0.33	60	0.01
22339-22345	70	0.55	25	0.01
Including	20	1.63	1	0.02
22361-22377	35	0.55	7	0.06
Including	6	1.48	8	0.12
Road Cut 1:
32873 – 32891	19	2.54		0.02	20
Including: 32873-32874	2	7.41		0.08	46
Road Cut 2
33146-33175	38	1.36		0.22
Trench
33103-33128	26	0.71		1.25
Including: 33107-33114	8	0.5		3.37
111251-111311	116	1.4	21	0.57	8	37.7
Including 111278-111309	64	2.22	21	.83	12	58.9

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Figure 9-9 Thematic map of Cu in Gold Springs Surface Sampling, with drill holes

Drilling

World Copper has not completed any drilling exploration at the Project to date. The following paragraphs describe drilling exploration carried out by previous operators through 2013, the most recent date of drilling within the Project area.

A total of 53 drill holes have been completed on the Project, all on the Main Zone, totaling 24,939 metres (Table 101). This includes historical work (Katsura, 2006; Candia, 2007) and work completed by Gold Spring through 2013. The first phase of work completed by Gold Spring in 2011 included re-logging, and sampling of previous drill holes. The second exploration programme in 2012-2013 included 23 drill holes. Drilling carried out on behalf of Gold Spring (SASC at that time) was conducted by Griffith Drilling, with offices in La Serena, Chile, using Atlas Copco CS14 and RBS 1800 drill rigs to collect both HQ3- and NQ-diameter core samples. Drill core was placed in numbered wooden core boxes, with meterage blocks inserted by Griffith Drilling employees. Core was collected by SASC personnel at the rig and taken to the camp in the morning and in the afternoon. Geotechnical logging was carried out by Geologica staff who recorded the following parameters: RQD, recovery and frequency of fractures. This logging was supervised by SASC geologists based on existing protocols, and was checked daily and transferred to digital files. The geological

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logging of the core was carried out by South American Silver geologists, who also defined the geological sampling intervals and checked the geotechnical data, and inserted quality control samples.

Table 10-2 shows significant results of drilling to date. Drill hole locations are shown in Figure 10-1.

Table 10-1 List of drill holes completed on the Escalones Property to date

Hole #	Coordinates WGS84 Northing	Coordinates WGS84 Easting	Elevation [msnm]	Azimuth	Dip	Length	Drilling Season
ES-1	6,224,919	411,732	3,919	280°	-70°	547.47	1998/99
ES-2	6,224,387	411,674	3,694	280°	-70°	286.09	1998/99
ES-3	6,224,293	410,757	3,579	70°	-80°	462.07	1998/99
ES-4	6,225,014	411,503	3,848	50°	-80°	455.97	1998/99
ES-5	6,224,999	411,698	3,949	160°	-75°	547.78	1998/99
ES-6	6,225,174	411,361	3,825	225°	-80°	549.61	1998/99
ES-7	6,224,980	411,785	3,893	315°	-75°	861.32	1998/99
ES-8	6,225,433	411,380	3,819	220°	-70°	291.88	1998/99
ES-9	6,224,353	410,326	3,250	40°	-75°	431.67	1998/99
ES-10	6,224,924	411,782	3,888	250°	-60°	554.49	1999/00
ES-11	6,224,516	411,863	3,606	240°	-70°	379.72	1999/00
ES-12	6,224,770	412,073	3,628	250°	-60°	437.67	1999/00
ES-13	6,224,471	412,031	3,515	240°	-60°	363.86	1999/00
ES-14	6,224,714	412,047	3,615	310°	-60°	495.62	1999/00
ES-15	6,225,111	411,845	3,945	280°	-60°	398.02	1999/00
ES-16	6,225,109	411,845	3,945	210°	-60°	475.65	1999/00
ES-17	6,224,906	412,091	3,645	275°	-60°	559.67	1999/00
ES-18	6,224,516	411,863	3,606	310°	-60°	294.93	1999/00
ES-19	6,225,112	411,593	3,937	250°	-60°	455.97	1999/00
ES-20	6,224,828	411,756	3,893	280°	-60°	242.78	1999/00
ES-21	6,224,829	411,759	3,893	200°	-60°	444.99	1999/00
ES-22	6,225,113	411,592	3,937	180°	-60°	282.12	1999/00
ES-23	6,224,759	411,730	3,837	235°	-60°	339.16	1999/00
ES-24	6,224,074	412,102	3,345	255°	-70°	558.15	2000/01
ES-25	6,224,662	411,491	3,779	180°	-80°	653.49	2000/01
ES-26	6,225,006	410,914	3,652	90°	-65°	572.85	2007
ES-27	6,224,957	411,321	3,797	200°	-85°	29.8	2007
ES-28	6,224,233	411,061	3,770	230°	-80°	190.2	2007
ES-29	6,225,218	411,066	3,710	30°	-85°	281.45	2007
ES-30	6,225,209	410,897	3,620	0°	-90°	219.45	2007
ES-31	6,224,307	411,122	3,793	50°	-75°	1.022.30	2011/12
ES-32	6,224,396	411,671	3,694	220°	-75°	1.045.00	2011/12
ES-33	6,224,832	411,753	3,894	45°	-75°	313	2011/12
ES-34	6,225,177	411,347	3,824	80°	-75°	323.5	2011/12
ES-35	6,224,089	412,412	3,186	215°	-75°	500.7	2011/12
ES-36	6,224,562	411,147	3,796	90°	-75°	689.4	2012/13

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Hole #	Coordinates WGS84 Northing	Coordinates WGS84 Easting	Elevation [msnm]	Azimuth	Dip	Length	Drilling Season
ES-37	6,224,999	411,247	3,803	90°	-75°	613.3	2012/13
ES-38	6,224,787	411,162	3,792	90°	-75°	596.3	2012/13
ES-39	6,224,581	411,349	3,773	90°	-75°	722	2012/13
ES-40	6,224,161	410,857	3,648	60°	-65°	661.4	2012/13
ES-41	6,224,666	411,240	3,782	90°	-75°	662.3	2012/13
ES-42	6,224,742	411,382	3,782	90°	-75°	445.7	2012/13
ES-43	6,224,268	411,899	3,533	240°	-70°	492.3	2012/13
ES-44	6,224,880	411,068	3,779	90°	-75°	483.3	2012/13
ES-45	6,224,903	411,206	3,796	90°	-75°	416.5	2012/13
ES-46	6,224,475	411,250	3,787	90°	-75°	446.4	2012/13
ES-47	6,224,522	411,474	3,781	90°	-75°	402.7	2012/13
ES-48	6,224,914	411,346	3,799	90°	-75°	466.3	2012/13
ES-49	6,224,819	411,288	3,792	90°	-75°	459.2	2012/13
ES-50	6,224,480	411,930	3,520	240°	-70°	381.8	2012/13
ES-51	6,224,674	411,047	3,755	90°	-75°	484	2012/13
ES-52	6,224,446	411,122	3,800	90°	-75°	461.5	2012/13
ES-53	6,224,827	410,903	3,680	90°	-75°	186	2012/13

Drill hole ES-1 intersected copper mineralization beginning at the surface, with the highest grades in the uppermost 377 m of the hole. Mineralization is hosted by skarn and intrusive andesite sills and dikes. The highest one-metre sample assayed 4.65% Cu from within the uppermost interval of skarn, and the upper 377 m interval averages 0.63% Cu. If the 102 m of lower-grade andesite sills and dikes are excluded, the average grade of the remaining 275 m is 0.80% Cu. Mineralization in the upper 77 m of ES-1 occurs as disseminated chalcopyrite in magnetite-rich skarn, and as oxides within adjacent intrusive andesite sills, followed by 300 m of intermixed metasomatically altered sediments, highly-altered porphyritic intrusions, and younger dikes and sills. Between 377-548 m (end of the hole), the volume of intrusive-hosted, porphyry style alteration and disseminated mineralization appear to increase, with visible chalcopyrite and bornite observed, and grades varying from trace to 0.4% Cu.

Drill hole ES-2 was collared 550 m south of ES-1 and intersected copper and molybdenum mineralization within an intensely altered sequence of skarn and calcsilicate hornfels, and intrusive dikes and sills. It was drilled to a depth of 286 m, with two significant intercepts within the upper 142m (Table 10-2). Drill hole ES-2 was collared at a position lower in the stratigraphic sequence than ES-1, ES-5 and ES-7; therefore, the higher-grade, magnetite-bearing skarns appear to be absent.

Drill hole ES-3 was collared 1.2 km west of ES-1, on the west flank of the ridge in the area known as Escalones Bajo. The target was a self-potential (SP) geophysical anomaly. Low grade chalcopyrite mineralization (0.1-0.25% Cu) was observed throughout the 462 m long hole with individual one meter intervals with a maximum of 0.8% Cu. Anomalous mineralization is primarily hosted by heavily fractured and altered biotite hornfels and porphyritic intrusive dikes. Although the grades intercepted by this drill hole are not as high as those encountered in the Escalones Alto area, anomalous copper was encountered in the presence of strong potassic alteration, and locally intense quartz-sericiteanhydrite veining associated with the chalcopyrite. These features suggest that the hole was well within the porphyry hydrothermal system centred on the ridge.

ES-4 was collared 250 m to the northwest of ES-1 with the objective of testing the northwest strike continuation of the skarn-hosting calcareous sediments. As with ES-2, the hole appears to have been collared stratigraphically below the east-dipping, principal magnetite skarn-hosting member. However, a number of significant intervals of copper mineralization grading between 0.45% and 1.58% Cu occur in both highly altered calcareous sediments and fractured intrusive rock with disseminated chalcopyrite and bornite.

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Drill hole ES-5 was collared approximately 80 m north of hole ES-1, along the projected strike of the limestone strata that hosts the high-grade magnetite skarn mineralization. ES-5 was oriented towards the south, at right angles to the orientation of ES-1, to obtain a three-dimensional geological and grade distribution profile within the skarn body. The mineralization intersected at the ends of holes ES-1 and ES-5 is 215 m apart.

Drill hole ES-6 is located 200 m northwest of ES-4, at the northern tip of the Meseta, and drilled to the southwest. The hole intersected biotite hornfels, a rock unit that proved to be a poor host to higher grade mineralization, but often lies in the footwall to the skarn-bearing limestone and calcareous sequence. Only relatively narrow mineralized intercepts were encountered, including 11 m grading 0.98% Cu and 0.23 g/t of Au between 124 and 135 m depth, and an intercept of 2 m grading 1.5% zinc and 9.5 g/t of Ag at 354 m depth.

Drill hole ES-7 was collared 54 m northeast of ES-1 and drilled towards the northwest at a 75 degree dip to a depth of 861 m. Strong mineralization extends to a depth of 514 m, throughout the sequence of altered limestone. Weak mineralization occurred within the underlying biotite hornfels.

Drill hole ES-8 was collared 260 m north of ES-6 and located within a geologically complex area. One 7.0 m interval of mineralization at 221 m graded 1.37% Cu and 0.07 g/t of Au, hosted by magnetite skarn.

Drill hole ES-9 was collared 423 m west of ES-3, at the base of an elongate limestone/gypsum outcrop extending over 700 m to the south. The hole targeted mineralization in the footwall of the Escalones Bajo fault zone along the east contact of the limestone. However, the northeast azimuth and moderate dip meant the hole never exited the limestone and it failed to reach its target before collapsing in massive gypsum in the main fault zone. This hole concluded the first drill programme.

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==> picture [470 x 408] intentionally omitted <==

Figure 10-1 Drill Holes with Downhole Cu Grades as Green Bargraphs

The second drill programme in late 1999 to early 2000 significantly expanded the area containing high-grade skarn mineralization, but mainly expanded the volume of disseminated, mixed oxide-sulphide copper mineralization to depths of up to 500 m beneath the surface mineralization at Escalones Alto. The first two drill holes, ES-10 and ES11, are located 50 and 417 m east and southeast, respectively, of the high-grade skarn mineralization identified in the initial drill programme.

Holes ES-12 through ES-15 intercepted wide intervals of copper mineralization. These include: ES-12, with 0.27% Cu over 91 m from 297-388 m; ES-13, with 0.44% Cu over 50 m from 210-260 m; ES-14, with 0.41% Cu over 54 m from 381-435 m. Hole ES-15 encountered a possible west-dipping, post-mineralization intrusion and did not have any significant values until the very end of the hole.

ES-16, located on the same platform as ES-15, but drilled to the southwest (toward ES-1) at a dip of 60 degrees, intersected significant mineralization below the intrusion. This same panel of mineralization was intersected in the lower part of ES-17 and ES-14.

Holes ES-16 through ES-24 intersected narrow intervals ranging from 2.0-12.0 m and averaging 0.4-0.8% Cu, with sporadic 1.0 metre intervals with a maximum of 2.75% Cu and anomalous gold values. The higher-grade intervals appear to be associated with highly fractured skarn, and local secondary copper enrichment within relatively shallow

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depths. A one- metre intercept at 28.0 m in ES-18 in skarn above an andesite sill assayed 3.6 g/t Au but low copper (0.036% Cu), indicating either shallow gold enrichment or a second mineralizing event.

The last hole of the second drill programme, ES-25, was collared west of the skarn ridge on the Meseta, and intersected hydrothermally altered granodiorite and diorite containing stockwork-hosted and disseminated chalcopyrite, bornite and molybdenite mineralization, along with anomalous gold values. This was the first hole targeting porphyry-hosted mineralization at Escalones. Anomalous copper mineralization begins below moraine cover at 55 m and extends to a depth of 430 m before tapering out.

The 2007 drill programme comprised six holes, beginning with ES-26 (previously ESC-1), and targeted geophysical anomalies. ES-26 was collared west of the Meseta and oriented east to reach the main IP anomaly below the plateau. It cut mainly sandstone and biotite hornfels, with scarce diorite, dacite and andesite dikes. The alteration consists principally of quartz-sericite veinlets over fine biotite-silica matrix, typical of hornfels. Abundant gypsum veinlets are also present below 260 m. Copper oxide, some chalcocite and remnants of chalcopyrite were continuous between 42 and 88 m. This interval reported 0.53% total Cu, mostly as soluble oxides and secondary sulphide. Below this interval, until 152 m, the mineralization is patchy with lower to similar grades to the upper part in a mixture of oxides, secondary and primary sulfides. The primary zone, below 200 m, is characterized by erratic mineralization of chalcopyrite > pyrite in veinlets and very little dissemination, associated with quartz-sericite, quartz and anhydrite veinlets. Molybdenite also occurs in veinlets with quartz and anhydrite. Copper grades between 0.1 and 0.4% and averages 0.1% Cu. The Mo values are variable but increase below 370 m, reaching a maximum of 602 ppm at 450 m depth.

Drill hole ES-27 (ESC-2) was collared on the Meseta and was lost at 29.8 m because the drill was not strong enough to drill through the post mineral gravel cover.

Drill hole ES-28 (ESC-3) was drilled off of the southern edge of the Meseta, close to the southwest contact of granodiorite with hornfels. It was cut short because of drilling problems within a fault. Total depth of the hole was 190.2 m. The hole started in hornfelsed sandstone, cutting several small diorite dikes. From 52 to 100 m, the hole cut a porphyry diorite dike with secondary biotite and argillic alteration. Mineralization is restricted to mainly pyrite with traces to <0.5% chalcopyrite, molybdenite and weak copper oxides in clays. From 48 to 80 m, the hole grades 0.022% Cu and 125 ppm Mo. High molybdenum values match those from the surface trench samples. Below 100 m, copper oxides increase, and a 40 m interval runs 0.60% Cu, then decreases as oxides are replaced by secondary and primary sulphides. This mineralized horizon appears to be the southern edge of the supergene enriched horizon intersected by holes to the north.

The hole continued in biotite hornfels to 190.2 m, with mainly quartz, sericite and pyrite, and traces of chalcopyrite with frequent molybdenite veinlets. Copper grades increase below the top of sulphides and the hole ended in increasing grades.

Drill hole ES-29 (ESC-4) was collared off the northwest edge of the Meseta and drilled to a final depth of 281.45 m. The hole started in biotite hornfels similar to ES-26, with stockwork veinlets of pyrite with quartz-sericite haloes, with no significant copper. Between 126 to 144 m, the hole cut a porphyry diorite dike with biotitic alteration and quartzsericite-pyrite mineralization. Between 162 to 178 m, the hole cut porphyritic andesite with biotite, quartz and chlorite alteration and 1-2% pyrite and <0.5% chalcopyrite. From here to the end of the hole at 281.4 m, the biotite hornfels has less chlorite and minor potassium feldspar, and pyrite varies between 1 to 2%, while the chalcopyrite continues in traces to <0.5%.

Drill hole ES-30 (ESC-5), collared 160 m west of ES-29, was stopped at 219.45 m due to lack of copper mineralization and similar geology to ES-26 and 29. It intersected biotite hornfelsed sandstone, with clastic textures partially preserved, and low-sulphide argillic gypsum veinlets. The mineralization consists mainly of pyrite from 0.5 to 1.5% with traces of chalcopyrite and local traces of molybdenite. A few narrow intervals contain > 0.10% Cu.

The next drill programme in the 2012-2013 exploration season focused on testing the intrusive part of the system underneath the central Meseta area. Limited drilling was carried out on the skarn to the east due to pending drill permits.

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Nine Drill holes (ES-36, 38, 39, 41, 45, 46, 47, 51 and 52) were drilled on the Meseta and intersected mineralized granodiorite below 65-85 m of glacial moraine. All of these holes included intervals of enriched oxide and secondary sulphide mineralization below a partially leached, often gold-enriched oxide zone. The best intersections were in ES36 and ES-38 (see Table 10-2). Hole ES-36 was drilled in the western part of the Meseta into porphyry style mineralization. Below the glacial moraine, the hole continued in partially leached bedrock with enhanced gold values. This is underlain by a mixed or transition zone including both primary and secondary copper sulfides and copper oxides. The best two-metre intersection averaged 3.04% Cu with 0.13 g/t Au. The better secondary enrichment averaged 0.99% Cu with 0.15 g/t Au and 2 g/t Ag over 27 m, including 2.23% Cu with 0.14 g/t Au and 1.4 g/t Ag over 6 m. This intercept continues for a total of 124 m and averages 0.51% Cu with 0.13 g/t Au and 1.1 g/t of Ag.

Drill holes ES-37, 42, 44, 48 and 49 penetrated hornfels below the moraine cover and delimited the boundaries of the central intrusive in these areas. Nevertheless, these holes also included some partially enriched mineralization.

Two holes, ES-43 and 50, were located in the skarn mineralization on the east side of the Meseta, one of which intersected gold-only mineralization in the shales overlying the skarn. This gold intercept in ES-43 is unusual and suggests that there was either a separate gold mineralizing event, or there is local supergene gold. This mineralization is open for 200 m in all directions from the hole.

The last three holes drilled, ES-51 to 53, were collared along the west edge of the Meseta and targeted the western limits of porphyry-style, intrusion-hosted mineralization. The holes had similar mineralization profiles, with higher grades closer to surface due to secondary enrichment of copper as mostly oxides. Holes ES-51 and 52 passed from outer porphyritic phases of the intrusion into more equigranular phases from west to east. ES-53 was entirely within hornfelsed sandstone with mixed oxide and secondary copper, with lower grades than the other holes. The holes indicate that disseminated mineralization is open to the west on the steep slope below the Meseta. Surface sampling of roads in the area, with many samples of >1% Cu, indicates that mineralization continues for about 630 m west of ES-53.

Table 10-2 Drill Hole Significant Intercepts


Hole ID	From (m)	To (m)	*Length (m)**	Copper (%)	Gold (gpt)	Silver (gpt)	Moly (ppm)

ES-1	0.5	77.0	76.5	1.32	0.13	4.1	15
Including	27.0	72.0	45.0	1.75	0.15	5.1	14
	109.0	201.0	92.0	0.62	0.05	2.5	70
Including	162.9	187.0	24.1	1.02	0.06	3.5	66
	271.0	377.6	106.6	0.54	0.05	1.2	139
ES-2:	27.5	87.0	59.5	0.42	0.03	1.0	117
Including	67.0	74.0	7.0	0.90	0.05	2.0	105
	97.0	142.0	45.0	0.37	0.03	1.0	167
Including	126.0	133.0	7.0	0.95	0.03	0.0	180
ES-4:	8.2	14.0	5.8	1.58	0.02	12.0	50
Including	11.0	13.0	2.0	3.01	0.04	24.0	70
	136.1	158.0	21.9	0.67	0.08	2.0	119
Including	136.1	148.0	11.9	0.94	0.13	3.0	154
	243.0	267.0	24.0	0.77	0.07	1.0	137
	309.0	347.0	38.0	0.45	0.05	1.0	44
ES-5	6.0	119.0	113.0	1.09	0.09	3.4	23
Including	6.0	45.8	39.8	1.88	0.14	5.3	42
Including	38.0	45.8	7.8	3.19	0.23	5.0	24
Including	96.4	119.0	22.6	1.65	0.18	5.0	17
Including	185.0	209.0	24.0	0.72	0.08	3.0	49
ES-6	124.0	135.0	11.0	0.98	0.23	4.6	88
ES-7	11.1	137.0	125.9	0.77	0.15	4.5	49
Including	14.9	74.5	59.6	1.00	0.19	6.3	45

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Hole ID	From (m)	To (m)	*Length (m)**	Copper (%)	Gold (gpt)	Silver (gpt)	Moly (ppm)

	154.0	217.0	63.0	0.66	0.07	1.8	152
Including	165.0	173.0	8.0	1.13	0.15	3.2	491
	192.0	212.2	20.2	0.98	0.08	3.1	150
	287.0	314.0	27.0	0.46	0.06	1.7	35
	354.0	435.0	81.0	0.61	0.06	1.9	90
Including	354.0	368.0	14.0	1.02	0.09	3.7	153
	378.0	396.0	18.0	0.93	0.10	3.2	108
	445.0	469.0	24.0	0.68	0.05	1.2	92
Including	454.0	463.0	9.0	0.98	0.08	1.7	99
	484.0	514.0	30.0	0.42	0.03	1.0	72
	514.0	861.3	347.3	0.14	0.02	0.2	38
ES-8	181.0	202.0	21.0	0.27	0.03	2.3	118
	212.0	228.0	16.0	0.66	0.04	2.5	67
ES-10	34.0	177.0	143.0	0.56	0.09	2.7	52
Including	37.0	54.0	17.0	0.80	0.13	6.2	17
and	117.0	131.0	14.0	1.03	0.22	4.4	60
ES-11	55.5	67.0	11.5	0.75	0.14	4.1	44
	67.0	171.0	104.0	0.26	0.03	1.6	92
	171.0	379.7	208.7	0.35	0.03	0.7	40
Including	171.0	181.0	10.0	2.33	0.28	8.1	43
Including	174.0	179.0	5.0	4.13	0.49	15.0	60
ES-12	294.0	437.7	143.7	0.23	0.07	0.9	68
	317.0	353.0	36.0	0.41	0.09	1.8	120
	325.0	339.0	14.0	0.50	0.14	1.9	89
Including	326.0	329.0	3.0	0.83	0.09	3.1	122
ES-13	209.0	311.0	102.0	0.32	0.04	1.1	56
Including	222.0	231.0	9.0	0.69	0.09	3.2	168
and	249.0	254.0	5.0	0.99	0.09	2.9	21
ES-14	331.0	495.6	164.6	0.25	0.03	1.1	74
	424.0	447.0	23.0	0.54	0.07	2.6	38
	424.0	435.0	11.0	0.80	0.12	4.9	33
	425.0	429.0	4.0	1.09	0.17	6.7	54
ES-16	263.0	399.0	136.0	0.76	0.07	3.4	22
Including	263.0	333.0	70.0	1.00	0.07	4.8	20
ES-17	401.0	404.0	3.0	0.70	0.19	3.8	65
ES-20	75.0	150.0	75.0	0.55	0.14	1.8	60
	122.0	149.0	27.0	0.89	0.18	2.4	98
	129.0	146.0	17.0	1.01	0.20	2.5	122
Including	130.0	132.0	2.0	1.76	0.55	5.1	150
and	142.3	146.0	3.7	1.58	0.19	2.8	113
ES-21	53.0	445.0	392.0	0.32	0.06	0.9	88
	54.0	61.0	7.0	0.75	0.17	5.0	23
	106.0	136.0	30.0	0.62	0.25	1.7	11
	109.0	113.0	4.0	1.02	0.25	1.3	21
	166.0	174.0	8.0	1.31	0.11	3.3	79
ES-22	130.0	141.0	11.0	0.95	0.01	5.8	7
	136.0	137.0	1.0	4.29	0.03	23.0	8
ES-23	3.4	339.2	335.8	0.44	0.07	1.2	76
	47.0	86.0	39.0	0.99	0.18	3.1	54

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Hole ID	From (m)	To (m)	*Length (m)**	Copper (%)	Gold (gpt)	Silver (gpt)	Moly (ppm)

	63.0	77.0	14.0	1.38	0.17	3.7	60
	174.0	187.0	13.0	1.00	0.09	1.9	121
ES-24	131.0	205.0	74.0	0.34	0.06	2.2	82
	131.0	135.0	4.0	0.76	0.13	8.9	93
	125.0	241.0	116.0	0.30	0.05	1.6	57
ES-25	65.0	358.0	293.0	0.36	0.09	1.0	12
Including	197.0	288.0	91.0	0.50	0.10	1.3	12
Including	262.0	285.0	23.0	0.68	0.13	1.9	6
ES-26	1.7	572.9	571.2	0.15	-	0.2	58
	44.0	334.0	290.0	0.23	-	0.3	18
	62.0	90.0	28.0	0.56	-	0.4	26
ES-28	0.0	190.2	190.2	0.20	-	0.9	85
	44.0	94.0	50.0	0.45	-	0.8	101
	58.0	74.0	16.0	0.83	-	1.0	86
	134.0	190.2	56.2	0.18	-	0.8	74
ES-29	0.0	281.5	281.5	0.02	-	0.1	4
ES-30	0.0	220.0	220.0	0.02	-	0.1	2
	18.0	22.0	4.0	0.32	-	1.2	2
ES-31	214.0	744.5	530.5	0.20	0.02	0.2	29
	688.5	741.5	53.0	0.45	0.01	0.6	37
	710.0	719.0	9.0	1.01	0.02	1.9	69
ES-32	29.4	661.0	631.6	0.19	0.02	0.6	121
	49.0	83.8	34.8	0.47	0.04	4.2	77
	246.6	248.3	1.7	1.79	0.03	4.8	427
ES-33	181.5	201.0	28.5	0.40	0.02	1.8	1
Including	181.5	192.0	10.5	0.83	0.04	3.7	1
ES-34	187.1	323.5	136.4	0.25	0.06	0.3	85
	188.7	215.0	26.3	0.34	0.11	0.1	123
	273.8	323.5	49.7	0.40	0.07	0.6	38
ES-35	148.0	500.7	352.7	0.16	0.01	1.2	23
	447.9	470.5	22.6	1.00	0.03	8.3	5
	456.3	465.5	9.3	2.11	0.07	17.2	5
ES-36	72.1	120.0	47.9	0.07	0.26	1.5	21
	120.0	358.2	238.2	0.41	0.10	0.6	33
Including	120.0	244.0	124.0	0.51	0.13	1.1	30
Including	129.0	156.0	27.0	0.99	0.15	2.0	39
Including	129.0	135.0	6.0	2.23	0.14	1.4	43
ES-38	69.4	131.8	62.4	0.17	0.08	0.2	62
	131.8	199.0	67.2	0.48	0.10	0.2	133
	132.6	145.3	12.7	0.64	0.11	0.1	183
	131.8	596.3	464.5	0.29	0.07	0.4	56
ES-39	74.8	152.0	77.2	0.21	0.08	0.2	27
	152.0	174.4	22.4	0.45	0.15	1.5	46
	152.0	156.2	4.2	0.84	0.12	0.7	60
	152.0	359.0	207.0	0.29	0.09	0.4	32
ES-40	73.9	164.0	90.1	0.21	0.02	0.3	26
	107.5	149.5	42.0	0.30	0.02	0.2	28
	121.5	123.5	2.0	1.97	0.02	0.1	27
	107.5	164.0	56.5	0.26	0.02	0.4	27

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Hole ID	From (m)	To (m)	*Length (m)**	Copper (%)	Gold (gpt)	Silver (gpt)	Moly (ppm)

ES-41	78.0	198.8	120.8	0.26	0.17	0.9	28
	198.8	236.0	37.2	0.60	0.10	0.6	42
	204.5	219.0	14.5	0.90	0.10	0.7	38
	78.0	348.0	270.0	0.37	0.12	1.0	55
ES-42	74.1	129.0	55.0	0.32	0.10	0.2	9
	57.2	330.5	273.3	0.26	0.08	0.2	11
ES-43	32.0	35.7	3.7	0.00	12.19	0.1	21
Including	23.8	35.7	11.9	0.00	4.39	0.1	22
gold only	23.8	73.9	50.1	0.01	1.16	0.1	32
Cu Skarn	73.9	79.0	5.1	1.87	0.32	14.1	77
	107.2	128.8	21.7	0.54	0.07	4.4	45
	145.6	196.0	50.4	0.56	0.08	3.2	137
ES-45	100.0	130.0	30.0	0.52	0.05	0.8	84
	100.0	107.0	7.0	1.43	0.06	2.6	68
	247.0	344.0	97.0	0.52	0.03	0.2	160
	100.0	381.0	281.0	0.33	0.04	0.2	157
ES-46	205.0	245.0	40.0	0.87	0.09	0.6	56
	110.4	342.5	232.2	0.35	0.10	0.5	58
ES-47	84.0	125.5	41.5	0.10	0.13	0.2	11
	125.5	156.6	31.1	0.39	0.10	0.4	40
	233.0	284.0	51.0	0.37	0.04	0.8	30
	86.0	402.7	316.7	0.25	0.08	0.4	38
ES-48	138.5	171.5	33.0	0.45	0.04	0.5	117
	100.4	171.5	71.1	0.36	0.04	0.6	154
	100.4	296.6	196.2	0.26	0.04	0.4	89
	299.6	372.8	73.2	0.28	0.04	0.2	34
ES-49	210.9	223.0	12.1	0.56	0.08	0.1	30
	115.0	268.0	153.0	0.31	0.07	0.5	33
ES-50	192.0	223.0	31.0	0.34	0.02	0.8	56
	352.5	381.8	29.3	0.31	0.02	0.7	44
ES-51	64.8	134.0	69.3	0.41	0.12	0.2	71
	118.9	134.0	15.2	0.50	0.19	0.5	126
	64.8	457.5	392.8	0.31	0.09	0.3	99
ES-52	118.2	152.0	33.8	0.52	0.16	0.6	5
	118.2	133.0	14.8	0.83	0.19	1.1	7
	76.6	204.0	127.4	0.19	0.16	0.5	9
	348.5	383.0	34.5	0.62	0.02	0.1	16
	205.1	461.5	256.4	0.29	0.05	0.3	53
ES-53	48.0	123.0	75.0	0.28	0.03	0.3	26
	48.0	70.6	22.6	0.51	0.03	0.3	19

True width is not known

Sample Preparation, Analysis and Security

World Copper has not completed any sample collection at the Project to date. The following paragraphs describe sampling and analytical procedures carried out by previous operators through 2013, the most recent date of exploration within the Project area.

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Analytical Procedures

For drilling completed between 1998 and 2001 (ES-1 to ES-25; Katsura, 2006), all assays were performed independently by ACME Analytical Laboratories S.A. in Santiago, Chile, using Atomic Adsorption ("AA") analytical methods. Internal checks were preformed through standards and the re-analyzing of certain samples. All samples were collected by, or under the direct supervision of a Qualified Person, as defined by NI 43-101, responsible for the programme. At the time, Dr. Lawrence A. Dick, Executive Vice President, Exploration for General Minerals Corporation (Gold Spring's predecessor), was the Qualified Person on the Escalones Project. Dr. Dick was assisted by Felipe Malbran, the current Executive Vice President, Exploration for Gold Spring. Emphasis was placed on quality control and the proper handling and numbering of all samples. Samples were analyzed by independent ACME Laboratory located in Santiago, Chile. Silver and gold were analyzed using fire assay and the AA method while copper was analyzed by AA. The ACME Laboratory in Santiago was not certified. However, the head office of ACME Analytical Labs Ltd. in Vancouver was fully ISO 9001:2000 certified. Received results were checked for their geological reasonableness and the field locations were cross-referenced with assay sheet sample numbers to check accuracy. All the results (Ag, Cu, Mo, Pb & Zn) over the detection limits were re- analyzed by AA.

Core samples collected during the 2011-2012 drill programme were analyzed by Andes Analytical Assay Laboratory (ISO 17025.Of2005 certified) located in Santiago, Chile. Gold was analyzed using fire assay and the AA (Atomic Absorption) method while silver, copper, molybdenum, and 38 additional elements were analyzed by ICP AES HF43 method with a four-acid digestion.

Samples collected during drilling in 2012-2013 were again analyzed by Andes Analytical Assay Laboratory. Gold was analyzed using fire assay and the AA (Atomic Absorption) method, while silver, copper, molybdenum and 38 additional elements were analyzed by ICP AES HF43 method with a four-acid digestion. Overlimit copper (>10,000 ppm) was re-analyzed after aqua regia digestion to obtain total copper. Sample preparation was done in Andes Analytical Assay, by crushing 80% passing -10 mesh on Rhino crushers (½-inch 24-channel stainless steel) and approximately 350 to 500 grams was pulverized to 95% passing -150 mesh.

QA/QC

Drill core sampling during the early (pre-2006) drilling programs generally consisted of selecting 1.0 m intervals so that higher grade intercepts could be identified and understood. In some case, shorter intervals were selected base on visual observations during core logging and mapping to isolate geologically important structures or to characterize the style of mineralization or significant changes in host rock types. Recovery of samples during drilling was very good, with the exception of the bottom section of ES-9 which encountered bad ground conditions and was terminated within a gypsum diaper unit. The core was sawed in half, with one half retained in the box and the other sent to the lab.

Check samples were collected by Kurt Katsura while preparing the 2006 Escalones technical report. Katsura bagged each sample, affixed the sample tag, described the samples taken, and prepared the sample submittal for delivery to ACME Laboratory located in Santiago, Chile. Katsura considered the sampling methods adequate to ensure that samples taken were secure and would produce meaningful results for the intent of fulfilling the requirements of a NI 43-101 report. The check samples were sent by courier to ACME laboratories in Santiago, Chile for fire assay and AA analysis and then sent to ACME in Vancouver for ICP analysis. Results were checked by re-analysis of 9% of the samples by ACME laboratories in Chile who also insert 3% blank samples and 6% standard samples in each batch analyzed to ensure accuracy. The ACME Laboratory in Santiago is not currently certified. However, Acme Analytical Labs Ltd. in Vancouver, the head office, is fully ISO 9001:2000 certified.

The cores for drill holes ES-26 to ES-30 drilled by Minera Aurex, were split by saw and samples were sent to ACME laboratory to be analyzed by ICP 1D analysis. Some samples that included copper oxides or secondary copper mineralization were also analyzed for total copper and a sequential copper analysis. Two types of standard samples were intercalated every 40 samples. One standard presents moderated grade in copper and gold (0.25% Cu) while the second is almost barren. Duplicate samples were prepared from the unused coarse material left over from the sample preparation for every 40th sample and were analyzed by Andes Analytical also by ICP. The quality control report did not detect any anomaly in sample analysis.

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As part of the 2011 drilling programme, Gold Spring re-assayed drill core from holes ES-26 to ES-30, drilled previously by Minera Aurex (Table 11-1). Select intervals were analyzed by ALS Chemex located in La Serena, Chile (ISO 9001:2015 Certified), for forty-eight elements using the ICP-MS61 method with a four-acid digestion. For the mineral resource estimate the ALS four-acid values were used.

Table 11-1 Re-Sample Results – 2011 Drill Core Samples

				ACME - ICP	ACME - ICP	ALS Chemex - ME-MS61	ALS Chemex - ME-MS61
			Length*
Hole ID	From (m)	To (m)		Copper (%)	Gold (gpt)	Silver (gpt)	Moly (ppm)
			(m)

ES-26	1.65	572.85	571.2	0.15	39	0.1503	58
	44	334	290	0.23	13	0.2293	17.6
	62	90	28	0.54	20	0.56357	25.5
ES-28	0	190.2	190.2	0.18	79	0.1967	85
	44	94	50	0.4	95	0.4542	101
	58	74	16	0.67	75	0.82875	86
	134	190.2	56.2	0.17	65	0.18096	74
ES-29	0	281.45	281.45	0.02	3	0.0216	3.6
ES-30	0	220	220	0.02	3	0.017	2
	18	22	4	0.32	1	0.3195	1.8

For the 2011-2012 drill programme, field duplicates comprising 5% of the samples were given a different sample number and analyzed by the same lab. The quality control report did show two anomalies outside the standard error limits on gold samples, but the overall results aligned very well as shown in Figure 11-1 and 11-2. Copper samples aligned very well, and the gold anomalies could be due to nugget effect.

During the 2011-2012 drilling campaigns, the geologist on duty defined the samples to be taken and delivered the sampling plan to the assistants on duty. The assistants cut the core samples using a Husqvarna 7.5 hp core saw, and then bagged, labeled, and closed the samples under the supervision of the company geologist. The samples were kept in the cellar with a padlock until the date of transfer to the laboratory. Subsequently, a review of the number of samples was made and they were placed in sacks and sent to the laboratory. The geologist on duty checked the sacks and prepared the shipping order. The samples were then shipped by the company in trucks to the AAS laboratory. All drill core boxes were individually labeled, photographed and contain the drill hole number, footage and box number.

For the 2012-2013 drill programme, field duplicates comprising 5% of the samples were given a different sample number and analyzed by the same lab. During this programme, 2% of the samples were blanks and 5% were three different Standard Reference Materials from CDN Resource Laboratories Ltd. in Canada. The standards used were: CM24, medium gold, low copper; CM17, high gold, medium copper; CM15, high gold, high copper; and BL10, blank granitic material. The quality control report shows a few samples that reach warning limits for silver but non above the action limits and the overall results are well within acceptable limits, Figures 11-3 through 11-10 show the results of the control samples.

The QP considers that the sample preparation, security and analytical procedures employed at the Project are acceptable from a relative industry standard perspective, and that the sample data are reasonably accurate and suitable for use in the estimation of mineral resources.

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Figure 11-1 Analytical Results for Cu Duplicates

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Figure 11-2 Analytical Results for Au Duplicates

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Figure 11-3 Analytical Results for Standard 24 Ag Results

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Figure 11-4 Analytical Results for Standard 24 Au Results

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Figure 11-5 Analytical Results for Standard 24 Cu Results

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Figure 11-6 Analytical Results for Standard 15 Ag Results

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Figure 11-7 Analytical Results for Standard 24 Au Results

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Figure 11-8 Analytical Results for Standard 24 Au Results

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Figure 11-9 Analytical Results for Standard 24 Au Results

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Figure 11-10 Analytical Results for Standard 24 Au Results

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Data Verification

Site Visit

HRC did not carry out a site visit in conjunction with the current report, given that there has been no new drilling or exploration data collected since the last site visit and also given the (Covid-19) international travel restriction in place at the time the Escalones Technical Report was prepared. The most recent site visit conducted by HRC was carried out by Mr. Jeff Choquette, P.E., in 2013. Mr. Choquette visited the Escalones project site on June 4th, 2013. Several drill sites, the weather station, exploration camp, and core storage facility were all inspected during the site visit. Property information and drilling data were collected and reviewed at SASC Chile's Santiago office on June 3rd and 5th. Hard copies of the original analytical sheets and other pertinent information are stored at the Santiago office in individual binders according to drill hole.

At the time of the site visit, road access was obstructed by snow cover, so the property was accessed via helicopter from Santiago to Escalones. The first area visited was the Meseta, which was mostly windblown clear of snow revealing a few identifiable drill sites. The weather station was the only piece of equipment observed on site. From the Meseta, the helicopter flew to the exploration camp located in the valley bottom just below the project site. The exploration camp was on care-and-maintenance status for the winter, with just two people stationed on site for security purposes. All drill core was processed and logged at the camp in two covered areas set up with logging tables.

From the exploration camp, the site visit continued down the Maipo valley roughly 45 km to a small village where the core is stored. The core is kept in an old storage building within a gated compound, and work is under way to expand the storage space available to include more of the building. At the core storage facility, a total of five drill holes representing each drilling phase and model domain were reviewed. The mineralized intersections were identified from cross-sections, and intervals for review were laid out in the core storage area. The assay results were compared to the associated core intervals, and random samples selected for quarter splitting were cut by the SASC Chile technicians. The quarter samples were then bagged and tagged for check assay, and the remaining quarter sample was left in the appropriate core box in the core storage. The samples selected for check assay included a mix of moderate and high-grade intervals. The samples were tagged by Mr. Choquette and remained with him for the duration of the site visit. The samples travelled back to the Santiago office with Mr. Choquette, where they were shipped via FedEx directly to his home office in Butte, Montana.

Database Audit

HRC received the exploration drill hole database from Gold Springs in Excel format. The database contains data for 53 diamond drill holes (24,939 m) and 17,820 associated assay values collected through 2013. The drill hole database includes collar coordinates, down hole survey data, assay data, lithology data and specific gravity data. Coordinate data in the database was converted from datum Prov S. Amer 56 to WGS84. Drill hole locations were resurveyed with survey grade GPS (versus previous survey carried out with a hand held GPS unit); ten of the thirty hole locations from previous drill campaigns could not be properly located for resurvey and were mathematically transformed to the new datum.

HRC completed a cursory manual audit of the database in an effort to identify errors, overlaps, gaps, total drill hole length inconsistencies, non-numeric assay values, and/or negative numbers. No significant inconsistencies and/or errors were identified. The survey, assay, and geology tables maximum sample depth was compared to the maximum depth reported in the collar table for a random selection of drill holes, and no intervals exceeded the reported drill hole depths.

HRC received original assay certificates (Andes Analytical Assay Ltda.; Acme Analytical Laboratories, S.A.; and ALS Minerals, Chile) in pdf format for all samples included in the current drill hole database. A random manual check of greater than 2% of the database against the original assay certificates, focusing on Cu but with frequent spot checks on Au and Ag, revealed 100% accuracy for those records checked.

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Samples selected for check assay by Mr. Choquette during the site visit were submitted to ALS Laboratories in Reno, Nevada, for duplicate analysis. The check sample and original assay values are summarized for comparison Table 12-1. The assays of the selected quarter core samples compare reasonably well to the original assays.

Table 12-1 2013 Check Sample Results

Drill Hole	From	To	Check Sample No.	SASC	Original Assay Values	Original Assay Values	Original Assay Values	Original Assay Values	Check Assay Values	Check Assay Values	Check Assay Values	Check Assay Values	Model Domain
				Sample No.	Cu%	Au ppm	Ag ppm	Mo ppm	Cu%	Au ppm	Ag ppm	Mo ppm
ES-36	73.5	74.5	111778	114277	0.11	0.57	2.0	6	0.18	0.74	3.6	7	Leach
ES-36	135.0	137.0	111779	114315	0.63	0.12	2.0	76	0.70	0.14	0.7	98	Enrichment
ES-1	40.0	41.0	111780	46087	0.98	0.00	0.9	4	0.74	0.01	1.3	3	Skarn
ES-25	263.0	264.0	111781	72246	0.89	0.07	0.8	5	0.75	0.10	0.7	2	Prim Granodiorite
ES-37	257.3	259.0	111782	112709	0.50	0.07	1.0	34	0.44	0.03	<0.5	49	Biotite Hornfels

Adequacy of Data

Verification efforts confirm that the geologic and geotechnical information, survey data, and assay values included in the Escalones database accurately represent the associated source documentation. Based on the results of the check sample programme, HRC's manual database audit, and previous verification of the database by GeoVector Management (2012), HRC considers the data included in the database to be sound and sufficient for use in estimating the mineral resources of the Escalones project.

Mineral Processing and Metallurgical Testing

World Copper has not completed any metallurgical testing at the Project to date. The following tables and figures have been summarized from a 2012 SGS Canada Report titled "An Investigation into Extracting Copper, Gallium and Molybdenum from Escalones Ore Samples, as well as a 2013 SGS Canada report titled "An Investigation into the Recovery of Copper, Gold and Molybdenum from Escalones Ore Samples", dated April 8, 2013. The metallurgical testwork to date indicates that the mineralogy of the Escalones deposit is typical of that of other calc-alkaline porphyry and magnetite-garnet-skarn deposits.

SGS 2012

The 2012 programme investigated the recovery of copper, gallium and molybdenum. Flotation testwork for production of a bulk sulphide concentrate targeted four core samples in which a proportion of the copper and molybdenum was present as sulphide minerals. Hydrometallurgical tests were performed on eight ore samples to determine the applicability of several leach processes in extracting copper and gallium. Neither the core intervals nor sample sizes were recorded. Secondary copper sulphides, such a chalcocite or covellite, are not mentioned, and there was no reporting of gold deportment.

The standard sulfuric acid leach test achieved average copper extraction of 77% from mixed copper oxide/sulfide mineralization. Copper flotation was also successful and rougher/cleaner flotation testing of the porphyry material achieved copper concentrate grades of 25-34%. The metallurgical testing used conventional sulfuric acid and flotation methods, although Gold Springs's patented chloride leach was also tested. The patented leach averaged 100% extraction of the copper and 57% of the gallium on both oxide and sulfide mineralization but with high reagent consumption, probably because the pH was maintained at 1, whereas >4.0 is more reasonable when evaluating copper solubility.

The study concluded that further work should focus on recovering oxide copper by a combination of leaching and flotation processes, as "recovery of sulphide copper by flotation is not an issue for this" material. The two most promising approaches to whole ore leaching would be sulphuric acid leaching with and without high chloride brine. Both methods rendered decent copper extractions, though it should be noted that the non-brine approach used considerably less acid in the process.

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SGS 2013

A second set of composite samples were sent to SGS for further metallurgical testing in 2013. Six composites comprising 510kg of material were made from 18 split-core samples taken from a variety of mineralization zones and included oxidized material near surface to sulphide mineralization at depth. The head assays of these are summarized in Table 13-1, along with the speciation of the copper phases by analytical methods and by QEMSCAN. The copper deportments are shown in Figure 13-1. There was generally good agreement between the analytical speciation and the QEMSCAN for the proportion of copper as primary copper sulphide (chalcopyrite), although there were divergences for the secondary sulphides and the oxides, notably for the metallic copper-bearing East Arguelles Composite. A breakdown of the copper minerals from the QEMSCAN analysis is shown in Figure 13-1.

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Table 13-1 Summary of Head Assays

Composite	Method											Est Cu as Prim Cu Sul., %	Est Cu as Sec. Sul., %	Est Cu as Oxide, %	Est Mo as Oxide, %	S as Sulphide, %
						Analysis (%, g/t)
		Cu Total	CU Sol in H2SO4	CU Sol in NaCN	Mo Total	Mo Sol	Ag	Au	S	S=	CO3
Porphyry Sulphide	Calc. from Samples Direct QEMSCA N	0.38 0.39 0.36	0.015	0.042	0.003 0.003	<0.00058	0.75	0.04	1.24 1.24 0.83	0.62	<0.05	88.80 88.90	7.20 3.30	3.90 3.40	<16.7	49.60
Skarn Sulphide	Calc. from Samples Direct QEMSCA N	0.96 0.9 0.98	0.088	0.16	0.008 0.008	0.0009	4.31	0.11	6.25 5.58 5.41	5.17	2.57	83.50 84.80	7.30 5.60	9.20 9.60	11.30	82.70
Skarn Oxide	Calc. from Samples Direct QEMSCA N	0.98 0.98 1.11	0.167	0.32	0.005 0.005	0.0014	5.98	0.12	4.75 4.70 4.01	3.39	3.13	66.90 67.30	15.90 4.70	17.10 28.00	26.70	71.40
0.005	Calc. from Samples Direct QEMSCA N	0.47 0.45 0.45	0.239 0.31	0.39	0.006 0.006	0.0023	0.52	0.04	1.32 1.26 1.22	0.57	0.07	16.10 24.00	32.60 2.20	51.30 73.80	37.50	42.80
Hornfels Sulphide	Calc. from Samples Direct QEMSCA N	0.38 0.38 0.42	0.065	0.16	0.006 0.006	0.0021	0.56	0.03	1.42 1.37 0.77	0.94	<0.05	59.40 52.10	23.60 8.20	17.10 39.70	34.00	65.80
East Arguelles	Calc. from Samples Direct QEMSCA N	0.56 0.56 0.47	0.231	0.49	0.002 0.001	0.0005	0.52	<0.02	1.00 1.00 1.28	0.92	2.39	12.60 9.30	46.20 3.00	41.20 87.80	36.60	92.00

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Mineralogical examination indicated that the major gangue phases present in these composites were plagioclase, quartz, k-feldspar, tremolite and secondary biotite/phlogopite. Carbonate minerals, including calcite, ankerite and siderite, were present in all composites in various proportions. The copper-bearing minerals were primary and secondary sulphides, metallic copper, copper oxides, carbonates and silicates, and low copper-iron oxides.

The Porphyry Sulphide and Skarn Sulphide composites had the highest proportion of copper as primary sulphide (85%-89%), the East Arguelles and West Oxide Sulphide composites the lowest (less than 25%), and the Hornfels Sulphide and Skarn Oxide composites were intermediate (52% and 67% by QEMSCAN respectively).

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Figure 13-1 QEMSCAN Copper Deportment for Composite Samples

Most of the molybdenum was present as molybdenite (63% to 95%), but the heads were low (0.003 to 0.008% Mo). Most of the sulphur was present as sulphide with the exception of the Porphyry Sulphide and West Oxide Sulphide composites, with less than half of the sulphur as sulphide.

The Bond ball mill grindability test performed at 150 mesh of grind (106 microns) identified the Hornfels Sulphide composite as the softest of the lot (13.1 kWh/t) and the West (Oxide + Sulphide) as the hardest (16.0 kWh/t). The samples are considered to be of average hardness. The Bond ball mill grindability results are summarized in Table 132 and Figure 13-2. Leach time versus copper extraction data and leach time versus acid consumption for the rock type column tests are shown graphically in Figures 13-1 and 13-2, respectively.

Table 13-2 Bond Ball Mill Grindability and Batch Grind Results

Sample Name	Mesh of Grind	F80 (µm)	P80 (µm)	Gram per Revolution	Work Index (kWH/t)	Hardness Percentile	P80 (µm) BM Grind (25 min/2kg)
Porphyry (Sulfide) Skarn (Oxide) Skarn (Sulfide) West (Oxide + Sulfide) Hornfels (Sulfide) East/Arguelles (Oxide + 2nd Sulfide)	150 150 150 150 150 150	2198 2358 2464 2399 2388 2356	86 83 81 86 82 84	1.42 1.35 1.33 1.25 1.54 1.28	14.50 14.70 14.70 16.00 13.10 15.50	51 54 54 68 37 63	104 101 115 101 84 144

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Figure 13-2 SGS Bon Ball Mill Work Index Database

Flotation testing was performed at a feed P80 of around 100 µm with lime addition (0.75 to 1.50 kg/t) to yield a rougher pH of 9.5-10.0 to minimize pyrite flotation. The West Oxide Sulphide composite was floated at its natural pH of 5.0-5.5, as this composite was requiring high lime dosages to get to the desired pH 9.5-10.0. Collector XD5002 (Cytec; undisclosed formulation; 15 to 30 g/t; mostly added to the grind) was used for recovery of the copper minerals with MIBC as the frother. Diesel (5 g/t) was also added to the grind for molybdenum recovery. The rougher flotation time was from 6 to 9 minutes depending on the composite.

Of the six composites, four (Porphyry Sulphide, Skarn Sulphide, Skarn Oxide, and Hornfels Sulphide) yielded a marketable copper concentrate (>25% Cu) with reasonable copper recoveries following regrind and cleaning of the rougher concentrate. Calgon (sodium hexametaphosphate, which is a dispersant; 40 g/t) was used for some composites to better control the selectivity of the froth. The West (Oxide + Sulphide) and East Arguelles composites yielded low concentrate grades (<15% Cu) with low copper recoveries (<15%).

With the exception of the Porphyry Sulphide composite, a scavenger oxide flotation step was required to bring the overall copper recovery by flotation to reasonable levels. This stage aimed to recover some of the non-sulphide copper minerals such as azurite, malachite and cuprite. However, it was not expected to recover chrysocolla, copper sulphate, and low copper-iron oxide. Metallic copper is also recovered with the oxides if its surface is tarnished or exhibits heavy oxidation. This oxide scavenger stage was performed by sulphidization conditioning (NaHS to -500 mV) followed by PAX addition (200-300 g/t) once the pulp potential rebounded to -50 mV. The oxide scavenger flotation time was from 6 to 9 minutes and from 40% to 60% of the copper in the sulphide rougher tailing was recovered in this stage.

Locked-cycle flotation testing was performed with the four well-behaved composites using the same flowsheet and the results are summarized in Table 13-3. The locked-cycle tests yielded results generally in line with those obtained with the batch tests with a 2nd Cleaner Concentrate grading 26.3% Cu at 94.7% Cu recovery for the Porphyry Sulphide, 27.1% Cu at 72.2% Cu recovery for the Skarn Oxide, 22.9% Cu at 82.5% Cu recovery for the Skarn Sulphide, and 24.2% Cu at 67.8% Cu recovery for the Hornfels Sulphide. Dilution of the concentrate by pyrite was the most severe for the Skarn Sulphide and the Hornfels Sulphide composites.

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Table 13-3 Summary of Results for Locked-Cycle Flotation Tests

Composite LCT Nb	Product	Weight %				Assays, %, g/t	Assays, %, g/t							% Distribution	% Distribution	% Distribution
			CU	S	Mo	Fe	Ag	Au	Py	SolCu	Cu	S	Mo	Fe	Ag	Au	Py	SolCu
Porphyry LCT 1	2nd Cleaner Con. Scav. Con. Scav. Tall	1.40 1.60 97.00	26.30 0.39 0.015	29.90 16.80 0.45	0.20 0.03 <0.001	26.30 12.80 1.57	59.90 1.16 <0.20	1.04 0.10 <0.005	6.07 30.80 0.82	0.20 0.075 0.005	94.70 1.60 3.60	37.40 23.80 38.80	66.60 10.10 23.30	17.50 9.70 72.80	79.80 1.80 18.40	69.50 7.40 23.10	6.20 35.90 57.90	31.40 13.50 55.50
	Head	100.0	0.39	1.12	0.00	2.10	1.05	0.02		0.01	100.0	100.0	100.0	100.0	100.0	100.0		100.0
Skam Sulphide LCT 2	2nd Cleaner Con. Scav. Con. Scav. Tall	3.30 9.80 86.90	22.90 0.69 0.11	32.20 34.00 0.39	0.053 0.026 0.00	25.80 30.70 7.58	85.50 0.89 0.74	2.31 0.16 0.027		0.079 0.31 0.055	82.50 7.30 10.20	22.50 70.30 7.10	22.80 32.70 44.50	8.20 28.80 63.00	79.60 2.40 18.00	66.60 13.40 20.00		3.30 37.20 59.60
	Head	100.0	0.92	4.75	0.01	10.45	3.58	0.12		0.08	100.0	100.0	100.0	100.0	100.0	100.0		100.0
Skam Oxide LCT 3	2nd Cleaner Con. Scav. Con. Scav. Tall	2.70 8.80 88.50	27.10 1.79 0.15	34.00 29.30 0.97	0.069 0.024 0.004	33.10 29.70 8.67	188.00 13.19 1.14	2.49 0.33 0.030		0.49 1.10 0.099	72.20 15.30 12.50	21.30 58.90 19.80	25.00 28.80 46.50	8.10 23.30 68.60	70.40 15.80 13.80	55.20 23.60 21.20		6.80 48.90 44.40
	Head	100.0	1.03	4.36	0.01	11.18	7.31	0.12		0.20	100.0	100.0	100.0	100.0	100.0	100.00		100.0
Hornfels Sulphide LCT 4	2nd Cleaner Con. Scav. Con. Scav. Tall	1.00 7.10 91.90	24.20 0.71 0.073	33.70 8.12 0.35	0.36 0.013 0.002	30.10 11.10 1.59	38.10 0.92 <0.20	1.25 0.081 0.012		1.22 0.55 0.042	67.80 13.80 18.40	27.80 46.60 25.60	57.50 14.10 28.40	12.00 30.80 57.20	61.10 10.30 28.60	43.30 19.60 37.10		13.70 43.40 42.90
	Head	100.0	0.36	1.24	0.006	2.55	0.63	0.029		0.09	100.0	100.0	100.0	100.0	100.0	100.0		100.0

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Acid leaching tests were conducted on samples of oxide scavenger concentrate and the corresponding oxide scavenger feed from batch flotation of all but the Porphyry Sulphide Composite. These were scoping tests with high levels of sulphuric acid addition and acid consumptions from 46 to 209 kg acid per tonne of leach feed.

The overall copper extraction ranged from 67% to 100% and was essentially achieved in the first 12 hours of leaching. The average copper extraction was 83% from the sulphide flotation tailings and 84% from the oxide scavenger concentrates. The iron extraction ranged from 2% to 38%. The copper tenor in the final PLS ranged from 93 mg/L to 3700 mg/L, the higher tenors coming from oxide scavenger concentrate leach tests. Weight losses ranged from 3% for the sulphide tailing samples to 20% for the oxide scavenger concentrate samples.

Integrated material balances for the flotation of the ore and leaching of the scavenger concentrate were calculated. The similarity in copper and sulphur grades and distributions between the oxide scavenger concentrate produced in the batch tests and leached and those produced in the locked cycle tests allowed the copper extractions obtained in the leaches to be applied to the locked cycle results (Table 13-3). Although the scavenger concentrate obtained from the Porphyry composite was not leached, the material balance is presented in the same format as the other composites for comparison purposes.

Table 13-4 Integrated Balances for LCT Flotation and Leaching of Oxide Scavenger Concentrate

Cit	Pdt	Acid Cons.	Weight	Assays (%g/t, or mg/L)	Assays (%g/t, or mg/L)	Distribut	ion %
ompose	roucs	(kg/t)	~~%~~	Cu	S	Cu	S
Porphyry Sulphide	Total Copper Recovered 2nd Cleaner Concentrate ScavCon (Leach Feed) PLS Leach Residue Scavenger Tail Combined Residue and Flotation Tail Head (calc.) Head(dir.)	0.0	1.4 1.6 97.0 97.0 100.0	26.3 0.39 0.015 0.015 0.39 0.39	29.6 16.8 0.45 0.45 1.12 1.24	94.7 94.7 1.6 3.6 3.6 100.00	37.4 23.8 38.8 38.8 100.0
Hornfels Sulfide	Total Copper Recovered Cu 2nd Cleaner Concentrate Oxide Scav Con (Leach Feed) PLS Leach Residue Oxide Scav Tail Combined Residue and Flotation Tail Head (calc.) Head(dir.)	11.1	1.0 7.1 6.3 91.9 98.1 100.0	24.2 0.71 1070 0.22 0.073 0.082 0.36 0.38	33.7 8.12 9.09 0.35 0.90 1.24 1.37	79.3 67.8 13.8 11.5 2.3 18.4 20.7 100.0	27.8 46.6 0.6 46.0 25.6 71.7 100.0
Skarn Oxide	Total Copper Recovered Cu 2nd Cleaner Concentrate Oxide Scav Con (Leach Feed) PLS Leach Residue Oxide Scav Tail Combined Residue and Flotation Tail Head (calc.) Head(dir.)	11.2	2.7 8.8 7.6 88.5 96.1 100.0	27.1 1.79 1500 0.29 0.15 0.16 1.03 0.98	34.0 29.3 33.6 0.97 3.55 4.36 4.70	85.1 72.2 15.3 12.9 2.4 12.5 14.9 100.0	21.3 58.9 0.5 58.5 19.8 78.2 100.0
Skarn Sulphide	Total Copper Recovered Cu 2nd Cleaner Concentrate Oxide Scav Con (Leach Feed) PLS Leach Residue Oxide Scav Tail Combined Residue and Flotation Tail Head (calc.) Head(dir.)	4.8	3.3 9.8 8.6 86.9 95.4 100.0	22.9 0.69 555 0.22 0.11 0.12 0.92 0.90	32.2 34.0 41.9 0.39 4.12 4.75 5.58	87.8 82.5 7.3 5.3 2.0 10.2 12.2 100.0	22.5 70.3 -5.4 75.7 7.1 82.9 100.0

Only the outcomes of batch tests for the East Arguelles and West Oxide Sulphides composites are available. The integrated balances for leaching of the oxide scavenger concentrate or the sulphide flotation tailing also show the middlings flotation products which arise from batch testing (Table 13-5).

Most of the copper losses in the combined flotation and leaching tests occurred in the oxide scavenger tailing and any improvement in the performance of the oxide flotation step would benefit the overall outcome.

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Leaching of the sulphide flotation tailing increased the total copper recoveries although with a ten-fold increase in acid consumption per tonne of feed.

The upgradability of the flotation concentrate obtained from the East Arguelles and West Oxide Sulphide composites to a level approaching 20% or even 15% copper grade is questionable especially for the West Oxide Sulphide Composite in which the sulphide middlings grade was the same as the copper concentrate. The sulphide flotation removed 25%-30% of the copper which is present in sulphide form and would not easily leach. The oxide scavenger concentrate recovered up to nearly half of the copper present which is easily leachable.

The copper extractions in leaching for the East Arguelles and West Oxide Sulphide composites were the highest of all six composites tested, with 95% and 85% respectively, and whole-ore leach (for heap leach mining) should be examined.

Table 13-5 Integrated Balances for East Arguelles and West Oxide Sulphide Composites

Composite	Products	Acid Cons.	Weight	Assays (% g/t, o	r m g/L)	Distrib	ution %
		(kg/t)	~~%~~	Cu	S	Cu	S
East Arguelles - Oxide Scav Con Leaching	Total Copper Recovered Cu 3rd Cleaner Concentrate Sulphide Middlings Oxide Scav Con (Leach Feed) PLS Leach Residue Oxide Scav Tail Combined Residue and Flotation Tail Head (calc.) Head(dir.)	6.2	1.0 3.5 6.5 6.2 88.9 95.1 100.0	11.3 1.82 3.23 3700 0.19 0.13 0.13 0.52 0.45	23.1 4.6 5.7 10.1 0.08 0.73 0.84 1.26	59.7 22.7 12.3 39.3 37.1 2.3 22.8 25.1 100.0	28.6 19.4 43.6 -30.1 73.6 8.4 82.1 100.0
East Arguelles - Sulphide Tailing Leaching	Total Copper Recovered Cu 3rd Cleaner Concentrate Sulphide Middlings Sullphide Tailing (Leach Feed) PLS Leach Residue Head (calc.) Head(dir.)	91.0	1.0 3.5 95.4 90.9 100.0	11.3 1.82 0.34 391.00 0.00 0.52 0.45	23.1 4.6 0.5 1.67 0.84 1.26	84.9 22.7 12.3 62.3 62.3 0.0 100.0	28.6 19.4 52.0 -127.9 17.9 100.0
West Ox. - Sul. Oxide Scav Con Leaching	Total Copper Recovered Cu 3rd Cleaner Concentrate Sulphide Middlings Oxide Scav Con (Leach Feed) PLS Leach Residue Oxide Scav Tail Combined Residue and Flotation Tail Head (calc.) Head(dir.)	0.3	0.5 0.8 6.4 5.9 92.3 98.3 100.0	8.95 8.54 3.35 2950 0.52 0.13 0.15 0.44 0.45	41.4 19.2 3.8 4.07 0.41 0.63 0.96 1.26	51.3 9.6 14.5 48.8 41.7 7.0 27.1 34.2 100.0	20.3 15.0 25.3 0.2 25.1 39.4 64.5 100.0
West Ox. - Sul. Sulphide Tailing Leaching	Total Copper Recovered Cu 3rd Cleaner Concentrate Sulphide Middlings Sullphide Tailing (Leach Feed) PLS Leach Residue Head (calc.) Head(dir.)	4.2	0.5 0.8 98.8 91.2 100.0	8.95 8.54 0.34 299.00 0.06 0.44 0.45	41.1 19.2 0.6 0.44 0.96 1.26	73.9 9.6 14.5 75.9 61.4 11.5 100.0	20.3 15.0 64.7 23.0 41.7 100.0

The outcome of ICP Scan of the copper concentrate for the four composites having reached the threshold grade of 25% Cu or more is shown in Table 13-6. The concentrates were low in the deleterious impurities (As and Sb). Lead and zinc were the most noticeable contaminants although present at levels below the threshold at which they become problematic.

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Table 13-6 Summary of ICP Scan of Copper Concentrates

		Porphyry	Skarn Sul	Skarn Ox	Hornfels
		F7 3rd Cl	F21 2nd Cl	F22 2nd Cl	F23 2nd Cl
Element	Unit
		Conc	Conc	Conc	Conc

Cu	%	34.1	28.8	33.0	28.4
S	%	32.8	32.9	32.3	33.4
Au	g/t	2.56	2.71	3.39	1.73
Ag	g/t	69	117	208	49.6
Al	g/t	1350	4020	1040	7380
As	g/t	< 40	< 40	< 40	< 40
Be	g/t	< 0.03	0.18	0.1	0.22
Bi	g/t	< 30	< 30	< 30	< 30
Ca	%	0.183	0.882	0.566	0.162
Cd	g/t	< 20	< 20	21	< 20
Co	g/t	33	81	29	132
Cr	g/t	20	101	27	46
Fe	%	30.3	31.4	29.3	28.9
K	g/t	445	387	< 20	2240
Li	g/t	< 10	< 10	< 10	< 10
Mg	g/t	378	1730	448	1430
Mn	g/t	13.9	109	79.1	46.4
Mo	g/t	---	533	210	3340
Na	g/t	451	946	145	1980
Ni	g/t	39	376	228	82
P	g/t	< 200	418	690	225
Pb	g/t	146	185	134	132
Sb	g/t	< 20	< 20	< 20	< 20
Se	g/t	88	39	175	84
Sn	g/t	< 50	< 50	< 50	< 50
Sr	g/t	15.9	17.3	3.83	22.5
Ti	g/t	362	393	96.2	1060
Tl	g/t	< 30	< 30	< 30	< 30
U	g/t	< 40	< 40	< 40	< 40
V	g/t	6	23	7	14
Y	g/t	2.3	2.5	0.7	4.7
Zn	g/t	142	1870	5950	299

Recommendations for future metallurgical work were:

Obtain fresh samples of the six lithologies present in the Escalones deposit
Use the chemical copper speciation method to group the samples from each lithology into three or four categories based on proportion of copper sulphides present;
Subject the materials to flotation and leaching testing to confirm the results obtained in this programme and establish the proportions of copper sulphides for which leaching, flotation and leaching, or flotation would be the most preferred approach;
Assess amenability to heap leaching of samples with low primary copper sulphide present – notably from the East Arguelles and West Oxide Sulphide areas;

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Refine the conditions for the sulphide flotation stages to improve pyrite rejection, along with the potential benefit of Calgon, and demonstrate stability by locked cycle testing notably for the Hornfels Sulphide and East Arguelles areas;
Further examine conditions for the oxide scavenger stage to improve flotation recoveries, if possible; and,
Define the optimum leach time and assays of both liquors and solids of the kinetic samples, with acid addition under pH control, for a more precise appreciation of the optimum leach retention time.

The Gold Springs studies focused on conventional sulphide flotation recovery versus copper heap leaching, with the composites chosen from spatially distinct geological zones with mixed primary and secondary copper sulphides. HRC also recommends that future metallurgical studies investigate the upper enriched copper oxide and secondary mineralization in the intrusions and skarn, which should include composites comprising copper mineral zones (i.e. copper oxide, oxide + secondary sulphide, secondary + primary sulphide) as these zone represents approximately 60% of the mineral resource. These zones can be initially defined by submitting either close-spaced (10-20m) drill core or coarse reject samples for sequential copper leach analysis. Recovery estimates for the mineral resource estimate cutoff of 75% for copper, 55% for gold and 65% for silver were based on slightly lower values than the average floatation testing results from 2013. A conservative approach has been taken until more testing can be completed to determine the most economic processing method for all material types. There are currently no known deleterious elements from the testing that could have a significant effect on potential economic extraction.

Mineral Resource and Reserve Estimate

This mineral resource estimate for the Escalones Property was completed by Jeffrey Choquette, P.E., MMSA-QP, with HRC. Mr. Choquette is a Qualified Person as defined by NI 43-101 and is independent of World, the vendor and the property. HRC estimated the mineral resource for the Escalones Property based on drillhole data constrained by geologic domain boundaries with an Ordinary Krige ("OK") algorithm. Gems software was used to complete the resource estimate. The metals of interest at the Escalones Property are copper, gold, silver and molybdenum. The mineral resources estimate reported here was prepared in a manner consistent with the "CIM Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines" adopted by CIM Council on November 29, 2019. The mineral resources are classified as Measured, Indicated and Inferred in accordance with "CIM Definition Standards for Mineral Resources and Mineral Reserves", prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. Classification of the resources reflects the relative confidence of the grade estimates. No drilling or collection of exploration data has been completed since the 2013 estimate, so the block model estimate was not updated for this update but a pit shell utilizing update cost factors and metal prices was created to constrain the mineable mineral resource for the Escalones Technical Report. The effective date of the mineral resource estimate reported herein is June 30, 2020.

Geological Resource Model

Geological domain modeling was performed by Gold Springs geologists using the raw drill hole data. The domain model should be adjusted as more exploration and metallurgical testing data becomes available. The current model does mix some geological units with mineral zonation due to weathering. The extent and depth to which copper oxides (including minor carbonate and sulphate) and chalcocite has replaced primary chalcopyrite can only be estimated at this time and can be improved with the benefit of detailed sequential leach tests. The skarn, leached, enriched, porphyry, and faults were projected on section and then built into solids based on the section projections. The overburden above the leached and enriched zone was later added and coded as an un-mineralized zone. The solids were checked by HRC with the drilling results and the solids were found to be an accurate representation of the mineralization. The domain solids were then used to tag the assays, composites and blocks in the model. The domain codes in the block model were coded by the following values to define the domains:

Skarn = 1,2
Leach Zone = 3

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Enrichment Zone = 4
Porphyry = 5
Hornfels = 6
Overburden = 99

One-meter resolution topography along with an aerial photo were obtained by Gold Springs from satellite imagery and were used in the estimation. Figure 14-1 below shows an oblique view of the solid domains used in the model.

==> picture [302 x 242] intentionally omitted <==

Figure 14-1 Oblique View of Domains used for Mineral Resource Estimation

Drill Hole Database

The Escalones mineral resource estimate is based on 53 diamond drill holes (24,939 m) and 17,820 associated assay values collected through 2013. HRC was provided the drill hole database in Excel format by Gold Springs which included collar locations, down hole survey data, assay data, lithology data and specific gravity data. The database has been converted to WGS84 datum from the previous datum of Prov S. Amer 56 used in the 2012 resource model. The hole locations have also been surveyed with survey grade GPS versus the previous method of hand held GPS. Ten of the thirty hole locations from previous drill campaigns could not be properly located for resurvey and were mathematically adjusted to the new datum.

The drill hole assays were tagged according to defined mineralized domains and statistics of copper, gold, silver and molybdenum were calculated for each domain. Tables 14-1 through 14-4 show the assay statistics for each metal and domain. See Figure 10-1 for the drill hole locations used in the estimate.

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Table 14-1 Cu Raw Assay Statistics

Table 14-2 Au Raw Assay Statistics

Cu % cutoff # of Samples Maximum Mean Median Stand. Dev. Variance COV 0.00 17,819 9.99 0.234 0.142 0.362 0.130 1.92 0.15 9,608 9.99 0.418 0.282 0.456 0.208 1.09 0.25 6,508 9.99 0.577 0.405 0.542 0.294 0.94 0.00 5,733 9.99 0.349 0.197 0.534 0.285 1.53 0.15 3,523 9.99 0.566 0.375 0.619 0.383 1.09 0.25 2,728 9.99 0.700 0.485 0.674 0.454 0.96 0.00 4,056 3.04 0.241 0.176 0.257 0.066 1.06 0.15 2,355 3.04 0.360 0.280 0.281 0.078 0.78 0.25 1,381 3.04 0.476 0.371 0.318 0.101 0.67 0.00 2,129 5.13 0.148 0.118 0.168 0.028 1.13 0.15 762 5.13 0.264 0.220 0.236 0.056 0.90 0.25 261 5.13 0.400 0.317 0.365 0.133 0.91 0.00 5,901 3.14 0.129 0.095 0.158 0.025 1.23 0.15 2,968 3.14 0.278 0.222 0.206 0.042 0.74 0.25 2,138 3.14 0.416 0.332 0.280 0.079 0.67 Cu Assays All Samples in Model Extents Cu Assays Skarn Zone Cu Assays Enrichment Zone Cu Assays Hornfels Zones Cu Assays Porphryr Zone	Cu % cutoff # of Samples Maximum Mean Median Stand. Dev. Variance COV 0.00 17,819 9.99 0.234 0.142 0.362 0.130 1.92 0.15 9,608 9.99 0.418 0.282 0.456 0.208 1.09 0.25 6,508 9.99 0.577 0.405 0.542 0.294 0.94 0.00 5,733 9.99 0.349 0.197 0.534 0.285 1.53 0.15 3,523 9.99 0.566 0.375 0.619 0.383 1.09 0.25 2,728 9.99 0.700 0.485 0.674 0.454 0.96 0.00 4,056 3.04 0.241 0.176 0.257 0.066 1.06 0.15 2,355 3.04 0.360 0.280 0.281 0.078 0.78 0.25 1,381 3.04 0.476 0.371 0.318 0.101 0.67 0.00 2,129 5.13 0.148 0.118 0.168 0.028 1.13 0.15 762 5.13 0.264 0.220 0.236 0.056 0.90 0.25 261 5.13 0.400 0.317 0.365 0.133 0.91 0.00 5,901 3.14 0.129 0.095 0.158 0.025 1.23 0.15 2,968 3.14 0.278 0.222 0.206 0.042 0.74 0.25 2,138 3.14 0.416 0.332 0.280 0.079 0.67 Cu Assays All Samples in Model Extents Cu Assays Skarn Zone Cu Assays Enrichment Zone Cu Assays Hornfels Zones Cu Assays Porphryr Zone	Cu % cutoff # of Samples Maximum Mean Median Stand. Dev. Variance COV 0.00 17,819 9.99 0.234 0.142 0.362 0.130 1.92 0.15 9,608 9.99 0.418 0.282 0.456 0.208 1.09 0.25 6,508 9.99 0.577 0.405 0.542 0.294 0.94 0.00 5,733 9.99 0.349 0.197 0.534 0.285 1.53 0.15 3,523 9.99 0.566 0.375 0.619 0.383 1.09 0.25 2,728 9.99 0.700 0.485 0.674 0.454 0.96 0.00 4,056 3.04 0.241 0.176 0.257 0.066 1.06 0.15 2,355 3.04 0.360 0.280 0.281 0.078 0.78 0.25 1,381 3.04 0.476 0.371 0.318 0.101 0.67 0.00 2,129 5.13 0.148 0.118 0.168 0.028 1.13 0.15 762 5.13 0.264 0.220 0.236 0.056 0.90 0.25 261 5.13 0.400 0.317 0.365 0.133 0.91 0.00 5,901 3.14 0.129 0.095 0.158 0.025 1.23 0.15 2,968 3.14 0.278 0.222 0.206 0.042 0.74 0.25 2,138 3.14 0.416 0.332 0.280 0.079 0.67 Cu Assays All Samples in Model Extents Cu Assays Skarn Zone Cu Assays Enrichment Zone Cu Assays Hornfels Zones Cu Assays Porphryr Zone	Cu % cutoff # of Samples Maximum Mean Median Stand. Dev. Variance COV 0.00 17,819 9.99 0.234 0.142 0.362 0.130 1.92 0.15 9,608 9.99 0.418 0.282 0.456 0.208 1.09 0.25 6,508 9.99 0.577 0.405 0.542 0.294 0.94 0.00 5,733 9.99 0.349 0.197 0.534 0.285 1.53 0.15 3,523 9.99 0.566 0.375 0.619 0.383 1.09 0.25 2,728 9.99 0.700 0.485 0.674 0.454 0.96 0.00 4,056 3.04 0.241 0.176 0.257 0.066 1.06 0.15 2,355 3.04 0.360 0.280 0.281 0.078 0.78 0.25 1,381 3.04 0.476 0.371 0.318 0.101 0.67 0.00 2,129 5.13 0.148 0.118 0.168 0.028 1.13 0.15 762 5.13 0.264 0.220 0.236 0.056 0.90 0.25 261 5.13 0.400 0.317 0.365 0.133 0.91 0.00 5,901 3.14 0.129 0.095 0.158 0.025 1.23 0.15 2,968 3.14 0.278 0.222 0.206 0.042 0.74 0.25 2,138 3.14 0.416 0.332 0.280 0.079 0.67 Cu Assays All Samples in Model Extents Cu Assays Skarn Zone Cu Assays Enrichment Zone Cu Assays Hornfels Zones Cu Assays Porphryr Zone	Cu % cutoff # of Samples Maximum Mean Median Stand. Dev. Variance COV 0.00 17,819 9.99 0.234 0.142 0.362 0.130 1.92 0.15 9,608 9.99 0.418 0.282 0.456 0.208 1.09 0.25 6,508 9.99 0.577 0.405 0.542 0.294 0.94 0.00 5,733 9.99 0.349 0.197 0.534 0.285 1.53 0.15 3,523 9.99 0.566 0.375 0.619 0.383 1.09 0.25 2,728 9.99 0.700 0.485 0.674 0.454 0.96 0.00 4,056 3.04 0.241 0.176 0.257 0.066 1.06 0.15 2,355 3.04 0.360 0.280 0.281 0.078 0.78 0.25 1,381 3.04 0.476 0.371 0.318 0.101 0.67 0.00 2,129 5.13 0.148 0.118 0.168 0.028 1.13 0.15 762 5.13 0.264 0.220 0.236 0.056 0.90 0.25 261 5.13 0.400 0.317 0.365 0.133 0.91 0.00 5,901 3.14 0.129 0.095 0.158 0.025 1.23 0.15 2,968 3.14 0.278 0.222 0.206 0.042 0.74 0.25 2,138 3.14 0.416 0.332 0.280 0.079 0.67 Cu Assays All Samples in Model Extents Cu Assays Skarn Zone Cu Assays Enrichment Zone Cu Assays Hornfels Zones Cu Assays Porphryr Zone	Cu % cutoff # of Samples Maximum Mean Median Stand. Dev. Variance COV 0.00 17,819 9.99 0.234 0.142 0.362 0.130 1.92 0.15 9,608 9.99 0.418 0.282 0.456 0.208 1.09 0.25 6,508 9.99 0.577 0.405 0.542 0.294 0.94 0.00 5,733 9.99 0.349 0.197 0.534 0.285 1.53 0.15 3,523 9.99 0.566 0.375 0.619 0.383 1.09 0.25 2,728 9.99 0.700 0.485 0.674 0.454 0.96 0.00 4,056 3.04 0.241 0.176 0.257 0.066 1.06 0.15 2,355 3.04 0.360 0.280 0.281 0.078 0.78 0.25 1,381 3.04 0.476 0.371 0.318 0.101 0.67 0.00 2,129 5.13 0.148 0.118 0.168 0.028 1.13 0.15 762 5.13 0.264 0.220 0.236 0.056 0.90 0.25 261 5.13 0.400 0.317 0.365 0.133 0.91 0.00 5,901 3.14 0.129 0.095 0.158 0.025 1.23 0.15 2,968 3.14 0.278 0.222 0.206 0.042 0.74 0.25 2,138 3.14 0.416 0.332 0.280 0.079 0.67 Cu Assays All Samples in Model Extents Cu Assays Skarn Zone Cu Assays Enrichment Zone Cu Assays Hornfels Zones Cu Assays Porphryr Zone	Cu % cutoff # of Samples Maximum Mean Median Stand. Dev. Variance COV 0.00 17,819 9.99 0.234 0.142 0.362 0.130 1.92 0.15 9,608 9.99 0.418 0.282 0.456 0.208 1.09 0.25 6,508 9.99 0.577 0.405 0.542 0.294 0.94 0.00 5,733 9.99 0.349 0.197 0.534 0.285 1.53 0.15 3,523 9.99 0.566 0.375 0.619 0.383 1.09 0.25 2,728 9.99 0.700 0.485 0.674 0.454 0.96 0.00 4,056 3.04 0.241 0.176 0.257 0.066 1.06 0.15 2,355 3.04 0.360 0.280 0.281 0.078 0.78 0.25 1,381 3.04 0.476 0.371 0.318 0.101 0.67 0.00 2,129 5.13 0.148 0.118 0.168 0.028 1.13 0.15 762 5.13 0.264 0.220 0.236 0.056 0.90 0.25 261 5.13 0.400 0.317 0.365 0.133 0.91 0.00 5,901 3.14 0.129 0.095 0.158 0.025 1.23 0.15 2,968 3.14 0.278 0.222 0.206 0.042 0.74 0.25 2,138 3.14 0.416 0.332 0.280 0.079 0.67 Cu Assays All Samples in Model Extents Cu Assays Skarn Zone Cu Assays Enrichment Zone Cu Assays Hornfels Zones Cu Assays Porphryr Zone	Au Assays All Samples in Model Extents	Au Assays All Samples in Model Extents	Au Assays All Samples in Model Extents	Au Assays All Samples in Model Extents	Au Assays All Samples in Model Extents	Au Assays All Samples in Model Extents	Au Assays All Samples in Model Extents	Au Assays All Samples in Model Extents
							Au g/t cutoff	# of Samples	Maximum	Mean	Median	Stand. Dev.	Variance	COV
							0.00	17,819	18.03	0.040	0.020	0.186	0.034	4.57
							0.03	8,496	18.03	0.087	0.057	0.287	0.082	3.31
							0.06	5,249	18.03	0.136	0.092	0.404	0.164	2.97
							Au Assays Skarn Zone
							0.00	5,733	3.63	0.048	0.023	0.091	0.008	1.89
							0.03	2,827	3.63	0.096	0.062	0.121	0.015	1.27
							0.06	1,769	3.63	0.142	0.101	0.150	0.023	1.06
							Au Assays Enrichment Zone
							0.00	5,046	0.62	0.058	0.040	0.057	0.003	0.99
							0.03	2,742	0.62	0.080	0.060	0.057	0.003	0.72
							0.06	1,517	0.62	0.112	0.090	0.059	0.004	0.53
							Au Assays Porphryr Zone
							0.00	2,129	0.41	0.023	0.020	0.027	0.001	1.21
							0.03	690	0.41	0.050	0.040	0.033	0.001	0.66
							0.06	174	0.41	0.087	0.070	0.048	0.002	0.55
							Au Assays Hornfels Zones
5,901	3.14	0.129	0.095	0.158	0.025	1.23	0.00	5,901	18.03	0.025	0.008	0.336	0.113	13.42
2,968	3.14	0.278	0.222	0.206	0.042	0.74	0.03	2,237	18.03	0.126	0.040	0.876	0.767	6.95
2,138	3.14	0.416	0.332	0.280	0.079	0.67	0.06	1,789	18.03	0.354	0.087	1.638	2.682	4.62

Table 14-3 Ag Raw Assay Statistics

Table 14-4 Mo Raw Assay Statistics

Table 14-3 Ag Raw Assay Statistics	Table 14-3 Ag Raw Assay Statistics	Table 14-3 Ag Raw Assay Statistics	Table 14-3 Ag Raw Assay Statistics	Table 14-3 Ag Raw Assay Statistics	Table 14-3 Ag Raw Assay Statistics	Table 14-3 Ag Raw Assay Statistics	Table 14-3 Ag Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics	Table 14-4 Mo Raw Assay Statistics
Ag Assays All Samples in Model Extents								Mo Assays All Samples in Model Extents
Ag g/t cutoff	# of Samples	Maximum	Mean	Median	Stand. Dev.	Variance	COV	Mo % cutoff	# of Samples	Maximum	Mean	Median	Stand. Dev.	Variance	COV
0.00	17,819	326.70	0.764	0.300	3.754	14.090	4.91	0.00	17,819	0.40	0.005	0.002	0.010	0.000	2.09
0.50	7,488	326.70	1.946	1.000	6.262	39.211	3.22	0.00	8,566	0.40	0.011	0.007	0.015	0.000	1.38
1.00	5,346	326.70	2.807	1.700	7.975	63.605	2.84	0.01	5,877	0.40	0.015	0.011	0.018	0.000	1.17
Ag Assays Skarn Zone								Mo Assays Skarn Zone
0.00	5,733	204.00	1.402	0.600	4.060	16.483	2.89	0.00	5,733	0.32	0.005	0.003	0.009	0.000	1.60
0.50	3,620	204.00	2.240	1.300	5.101	26.022	2.28	0.00	3,019	0.32	0.010	0.008	0.011	0.000	1.05
1.00	2,545	204.00	3.072	1.900	6.157	37.900	2.00	0.01	2,096	0.32	0.014	0.011	0.012	0.000	0.89
Ag Assays Enrichment Zone								Mo Assays Enrichment Zone
0.00	4,056	90.00	0.495	0.100	1.985	3.941	4.01	0.00	4,056	0.40	0.006	0.002	0.013	0.000	2.24
0.50	1,164	90.00	1.402	1.000	3.544	12.562	2.53	0.00	1,827	0.40	0.012	0.007	0.018	0.000	1.55
1.00	716	90.00	1.861	1.100	4.457	19.862	2.39	0.01	1,125	0.40	0.016	0.011	0.022	0.000	1.34
Ag Assays Porphryr Zone								Mo Assays Porphryr Zone
0.00	2,129	50.00	0.269	0.100	1.484	2.203	5.52	0.00	2,129	0.22	0.005	0.002	0.011	0.000	2.21
0.50	228	50.00	1.609	1.000	4.304	18.528	2.67	0.00	846	0.22	0.010	0.006	0.015	0.000	1.51
1.00	139	50.00	2.247	1.000	5.417	29.340	2.41	0.01	420	0.22	0.016	0.010	0.020	0.000	1.24
Ag Assays Hornfels Zones								Mo Assays Hornfels Zones
0.00	5,901	326.70	0.490	0.300	5.094	25.951	10.40	0.000	5,901	0.20	0.004	0.001	0.009	0.0001	2.45
0.50	2,476	326.70	1.719	0.800	11.284	127.300	6.56	0.003	2,874	0.20	0.010	0.006	0.015	0.0002	1.46
1.00	1,946	326.70	3.478	1.650	18.078	326.819	5.20	0.006	2,236	0.20	0.016	0.010	0.019	0.0004	1.20

Capping

HRC performed a capping analysis on the raw assay data using histogram plots and probability plots. Based on this analysis a 5.8% copper cap, 0.9 g/t gold cap, 115 g/t silver cap and 0.225% molybdenum cap were applied to the assay values before compositing. An uncapped model was also estimated for comparison purposes and the results were less than 1% of the metal being removed from the estimate as there were only a few outliers in each assay group.

Compositing

The average length of the drill hole samples is 1.3 metres with 99.7% of the samples being 2.0 metres or less. The most frequent sample length is 1.0 metre with 59% of the samples at this length followed by 2.0 metre samples which represent 22% of the sample set. Considering the assay data statistics, with respect to interval length, HRC chose to composite the data to 3 metre intervals. The composites were tagged by the domains and then used in the variography

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analysis for each metal and domain. Tables 14-5 through 14-8 show the composite statistics for each metal and each domain.

Table 14-5 Cu Composite Statistics

Table 14-6 Au Composite Statistics

Cu Composites All Samples in Model Extents	Cu Composites All Samples in Model Extents	Cu Composites All Samples in Model Extents	Cu Composites All Samples in Model Extents	Cu Composites All Samples in Model Extents	Cu Composites All Samples in Model Extents	Cu Composites All Samples in Model Extents	Cu Composites All Samples in Model Extents	Au Composites All Samples in Model Extents	Au Composites All Samples in Model Extents	Au Composites All Samples in Model Extents	Au Composites All Samples in Model Extents	Au Composites All Samples in Model Extents	Au Composites All Samples in Model Extents	Au Composites All Samples in Model Extents	Au Composites All Samples in Model Extents
Cu % cutoff	# of Samples	Maximum	Mean	Median	Stand. Dev.	Variance	COV	Au g/t cutoff	# of Samples	Maximum	Mean	Median	Stand. Dev.	Variance	COV
0.00	8,412	5.10	0.210	0.140	0.279	0.077	1.33	0.00	8,412	12.40	0.039	0.020	0.157	0.025	4.04
0.15	4,466	5.10	0.372	0.268	0.336	0.113	0.90	0.03	3,832	12.40	0.084	0.059	0.247	0.061	2.92
0.25	2,905	5.10	0.515	0.388	0.396	0.156	0.77	0.06	2,376	12.40	0.128	0.094	0.345	0.119	2.69
Cu Composites Skarn Zone								Au Composites Skarn Zone
0.00	2,197	5.10	0.321	0.200	0.431	0.186	1.34	0.00	2,197	0.91	0.045	0.025	0.065	0.004	1.46
0.15	1,345	5.10	0.517	0.374	0.478	0.229	0.93	0.03	1,073	0.91	0.087	0.061	0.080	0.006	0.92
0.25	1,030	5.10	0.634	0.476	0.512	0.262	0.81	0.06	648	0.91	0.127	0.095	0.094	0.009	0.74
Cu Composites Enrichment Zone								Au Composites Enrichment Zone
0.00	2,149	2.81	0.240	0.188	0.217	0.047	0.91	0.00	2,149	0.44	0.059	0.044	0.053	0.003	0.90
0.15	1,344	2.81	0.338	0.275	0.222	0.050	0.66	0.03	1,442	0.44	0.081	0.066	0.052	0.003	0.64
0.25	779	2.81	0.446	0.368	0.244	0.060	0.55	0.06	822	0.44	0.112	0.096	0.051	0.003	0.46
Cu Composites Porphryr Zone								Au Composites Porphryr Zone
0.00	1,218	1.45	0.144	0.121	0.111	0.012	0.77	0.00	1,218	0.22	0.022	0.017	0.024	0.001	1.07
0.15	462	1.45	0.241	0.210	0.127	0.016	0.53	0.03	342	0.22	0.051	0.042	0.026	0.001	0.52
0.25	164	1.45	0.353	0.303	0.174	0.030	0.49	0.06	98	0.22	0.086	0.073	0.034	0.001	0.40
Cu Composites Hornfels Zones								Au Composites Hornfels Zones
0.00	2,848	1.81	0.110	0.086	0.127	0.016	1.15	0.00	2,848	12.40	0.023	0.007	0.281	0.079	12.32
0.15	1,315	1.81	0.255	0.212	0.153	0.023	0.60	0.03	975	12.40	0.138	0.042	0.820	0.673	5.97
0.25	932	1.81	0.378	0.309	0.207	0.043	0.55	0.06	808	12.40	0.352	0.084	1.437	2.065	4.08

Table 14-7 Ag Composite Statistics

Table 14-8 Mo Composite Statistics

Table 14-7 Ag Composite Statistics	Table 14-7 Ag Composite Statistics	Table 14-7 Ag Composite Statistics	Table 14-7 Ag Composite Statistics	Table 14-7 Ag Composite Statistics	Table 14-7 Ag Composite Statistics	Table 14-7 Ag Composite Statistics	Table 14-7 Ag Composite Statistics	Table 14-8 Mo Composite Statistics	Table 14-8 Mo Composite Statistics	Table 14-8 Mo Composite Statistics	Table 14-8 Mo Composite Statistics	Table 14-8 Mo Composite Statistics	Table 14-8 Mo Composite Statistics	Table 14-8 Mo Composite Statistics	Table 14-8 Mo Composite Statistics
Ag Composites All Samples in Model Extents								Mo Composites All Samples in Model Extents
Ag g/t cutoff	# of Samples	Maximum	Mean	Median	Stand. Dev.	Variance	COV	Mo % cutoff	# of Samples	Maximum	Mean	Median	Stand. Dev.	Variance	COV
0.00	8,412	59.90	0.636	0.223	1.719	2.956	2.70	0.00	8,412	0.17	0.005	0.002	0.008	0.000	1.60
0.50	3,258	59.90	1.690	1.000	2.818	7.941	1.67	0.00	4,268	0.17	0.009	0.007	0.009	0.000	1.04
1.00	2,138	59.90	2.645	1.666	3.686	13.593	1.39	0.01	2,783	0.17	0.014	0.010	0.012	0.000	0.86
Ag Composites Skarn Zone								Mo Composites Skarn Zone
0.00	2,197	41.40	1.277	0.638	2.221	4.935	1.74	0.00	2,197	0.07	0.005	0.003	0.006	0.000	1.19
0.50	1,365	41.40	2.032	1.233	2.641	6.977	1.30	0.00	1,209	0.07	0.009	0.007	0.007	0.000	0.72
1.00	924	41.40	2.808	1.833	3.070	9.430	1.09	0.01	794	0.07	0.014	0.010	0.006	0.000	0.55
Ag Composites Enrichment Zone								Mo Composites Enrichment Zone
0.00	2,149	36.36	0.459	0.100	1.144	1.311	2.49	0.00	2,149	0.17	0.006	0.003	0.010	0.000	1.66
0.50	650	36.36	1.184	0.870	1.928	3.717	1.63	0.00	1,084	0.17	0.011	0.007	0.012	0.000	1.16
1.00	299	36.36	1.842	1.388	2.795	7.810	1.52	0.01	648	0.17	0.015	0.011	0.015	0.000	0.98
Ag Composites Porphryr Zone								Mo Composites Porphryr Zone
0.00	1,218	21.89	0.241	0.100	0.862	0.744	3.58	0.00	1,218	0.11	0.005	0.003	0.007	0.000	1.51
0.50	152	21.89	1.253	0.700	2.387	5.698	1.90	0.00	576	0.11	0.009	0.006	0.009	0.000	1.08
1.00	57	21.89	2.870	1.427	4.243	18.009	1.48	0.01	305	0.11	0.013	0.009	0.011	0.000	0.90
Ag Composites Hornfels Zones								Mo Composites Hornfels Zones
0.00	2,848	59.90	0.422	0.217	1.844	3.402	4.37	0.000	2,848	0.13	0.003	0.002	0.007	0.0000	1.95
0.50	1,091	59.90	1.585	0.739	4.276	18.280	2.70	0.003	1,399	0.13	0.009	0.005	0.010	0.0001	1.15
1.00	858	59.90	3.310	1.812	6.871	47.205	2.08	0.006	1,036	0.13	0.014	0.010	0.013	0.0002	0.92

Density

The database provided by Gold Springs contains 5,138 Specific Gravity (SG) samples from the drill core. The SG samples contained in the database were tagged for each domain and then average and median values were calculated for each domain. The average value for each domain was chosen for the resource estimate and each block was assigned the corresponding density based on the domain codes. The leach domain, which is very small, was assigned the same density as the enrichment zone. Table 14-9 shows the average and median SG of the samples by domain.

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Table 14-9 Summary of Specific Gravity Samples

	Specific Gravity	Specific Gravity
Model Domain	# of Samples	Average SG	Median SG
Skarn	2187	2.83	2.74
Porphyry	212	2.60	2.60
Enrichment	552	2.65	2.63
Hornfels	2187	2.69	2.68
Average	5138	2.74	2.70

Variography

Variography analysis was completed for copper, gold, silver and molybdenum evaluating all samples and also all four estimation domains to establish the spatial variability of mineralization within each domain. Variography describes how similar sample grades are as a function of distance and direction. This is performed by comparing the orientation and distance used in the estimation to the variability of other samples of similar relative direction and distance. The spherical variograms were constructed using a "Pairwise Relative" method of organizing the variance pairs. The variogram results for copper, gold, silver and molybdenum by each domain are shown in Tables 14-10 through 14-13. The enrichment domain which also includes the leach domain was found to have a fairly flat dip of 12 to 15 degrees in the main direction of mineralization; the remaining zones had a dip of 48 to 64 degrees.

Table 14-10 Cu Variogram Results

Domain	Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Nugget	Sill
Cu Enrich.	Azimuth(°):	51.2°	138°
	Dip (°):	12°
	Range 1(m):	133	103	87	0.03	0.23
	Range 2(m):	374	288	245		0.41
Cu Horn.	Azimuth(°):	99°	9°
	Dip (°):	54°
	Range 1(m):	278.0	253.9	196.2	0.08	0.73
	Range 2(m):	443.0	404.0	312.0		0.88
Cu Porph.	Azimuth(°):	170°	15.3°
	Dip (°):	-48°
	Range 1(m):	148.0	119.4	74.5	0.08	0.00
	Range 2(m):	410.0	331.0	206.0		0.33
Cu Skarn	Azimuth(°):	53°	334.6°
	Dip (°):	-64°
	Range 1(m):	35.7	19.7	18.3	0.28	0.29
	Range 2(m):	264.8	146.0	136.0		0.28

Table 14-11 Au Variogram Results

Domain	Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Nugget	Sill
Au Enrich.	Azimuth(°):	115°	22°
	Dip (°):	-15°
	Range 1(m):	75.7	64.7	40.5	0.10	0.11
	Range 2(m):	372.0	332.0	199.0		0.44
Au Horn.	Azimuth(°):	99°	9°
	Dip (°):	54°
	Range 1(m):	306.2	262.2	202.1	0.30	0.05
	Range 2(m):	500.0	428.0	330.0		1.04
Au Porph.	Azimuth(°):	170°	86.8°
	Dip (°):	-48°
	Range 1(m):	185.5	134.5	103.0	0.21	0.03
	Range 2(m):	356.0	258.0	198.0		0.67
Au Skarn	Azimuth(°):	53°	0.8°
	Dip (°):	-64°
	Range 1(m):	52.7	31.4	25.2	0.25	0.20
	Range 2(m):	175.0	104.0	83.0		0.31

Table 14-12 Variogram Results

Domain	Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Nugget	Sill
Ag Enrich.	Azimuth (°):	115°	22°
	Dip (°):	-15°
	Range 1(m):	147.3	116.9	102.4	0.04	0.24
	Range 2(m):	340.0	270.0	237.0		0.44
AgHorn.	Azimuth(°):	99°	9°
	Dip (°):	54°
	Range 1(m):	142.8	117.2	105.1	0.27	0.14
	Range 2(m):	441.0	362.0	325.0		0.59
AgPorph.	Azimuth(°):	170°	109.8°
	Dip (°):	-48°
	Range 1(m):	105.0	63.6	62.3	0.04	0.05
	Range 2(m):	381.0	230.0	226.0		0.23
AgSkarn	Azimuth(°):	53°	1.8°
	Dip (°):	-64°
	Range 1(m):	34.4	25.0	14.6	0.19	0.16
	Range 2(m):	229.5	167.0	97.0		0.50

Table 14-13 Variogram Results

Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Nugget	Sill
Azimuth (°):	115°	22°
Dip (°):	-15°
Range 1(m):	83.2	67.1	57.6	0.02	0.14
Range 2(m):	349.5	282.0	242.0		0.87
Azimuth(°):	99°	9°
Dip (°):	54°
Range 1(m):	249.2	198.7	190.0	0.32	0.22
Range 2(m):	476.0	380.0	363.0		0.46
Azimuth(°):	170°	86°
Dip (°):	-48°
Range 1(m):	155.0	87.6	68.5	0.33	0.25
Range 2(m):	360.0	203.0	159.0		0.22
Azimuth(°):	53°	3.2°
Dip (°):	-64°
Range 1(m):	28.2	19.9	15.9	0.23	0.19
Range 2(m):	250.0	176.0	140.0		0.41

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Black Model

The block was created based on the definitions shown in (Table 14-14). The block model origin coordinates are represented by the maximum easting "X", maximum northing "Y" and minimum "Z". The model was not rotated in area direction. Based on the anticipated mining methods, the size of the mineralized domain and the drill hole spacing, HRC chose a block size of 10m × 10m × 10m.

Table 14-14 Block Model Definitions for Escalones

	Y (m)	X (m)	Z (m)
Origin Coordinates WGS84	6,223,750	410,100	2,100
Block Size	10	10	10
Rotation	0	0	0
Number of Blocks	200	290	200

Estimation Methodology

Grades for copper, gold, silver and molybdenum were estimated using ordinary kriging. Primary search parameters focus on an elliptical search oriented along the same axes and ranges as the variograms. Only the composites coded for each domain were used to estimate the blocks coded for the same domain. The domain codes were assigned as described in section 14.1 above with the leach combined with the enriched zone for estimating purposes. For resource classification purposes the grades were estimated using two passes with the first pass at half the variogram range and the second pass at the full variogram range. A minimum of 3 and a maximum of 20 composites are required for block estimation. Composites are further limited to a maximum four per hole to reduce possible hole bias. After estimating the blocks with a kriging variance greater than 1.0 were removed from the estimate with the grades set to zero. Grade modeling parameters are summarized in Tables 14-15 through 14-18.

Table 14-15 Cu Modeling Parameters

Table 14-16 Au Modeling Parameters

Domain	Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Max/Min #Samples	Max per hole	Domain	Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Max/Min #Samples	Max per hole
Cu Enrich.	Azimuth(°):	51.2°	138°		20/3	4	Au Enrich.	Azimuth(°):	115°	22°		20/3	4
	Dip (°):	12°						Dip (°):	-15°
Pass1	Search Dist.(m):	187	144	122.5			Pass1	Search Dist.(m):	186	166	99.5
Pass 2	Search Dist.(m):	374	288	245			Pass 2	Search Dist.(m):	372	332	199
Cu Horn.	Azimuth(°):	99°	9°		20/3	4	Au Horn.	Azimuth(°):	99°	9°		20/3	4
	Dip (°):	54°						Dip (°):	54°
Pass1	Search Dist.(m):	221.5	202	156			Pass1	Search Dist.(m):	250	214	165
Pass 2	Search Dist.(m):	443	404	312			Pass 2	Search Dist.(m):	500	428	330
Cu Porph.	Azimuth(°):	170°	15.3°		20/3	4	Au Porph.	Azimuth(°):	170°	86.8°		20/3	4
	Dip (°):	-48°						Dip (°):	-48°
Pass1	Search Dist.(m):	205	165.5	103			Pass1	Search Dist.(m):	178	129	99
Pass 2	Search Dist.(m):	410	331	206			Pass 2	Search Dist.(m):	356	258	198
Cu Skarn	Azimuth(°):	53°	334.6°		20/3	4	Au Skarn	Azimuth(°):	53°	0.8°		20/3	4
	Dip (°):	-64°						Dip (°):	-64°
Pass1	Search Dist.(m):	132.4	73	68			Pass1	Search Dist.(m):	87.5	52	41.5
Pass 2	Search Dist.(m):	264.8	146	136			Pass 2	Search Dist.(m):	175	104	83

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Table 14-17 Ag Modeling Parameters

Domain	Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Max/Min #Samples	Max per hole
AgEnrich.	Azimuth(°):	115°	22°		20/3	4
	Dip (°):	-15°
Pass1	Search Dist.(m):	170	135	118.5
Pass 2	Search Dist.(m):	340	270	237
AgHorn.	Azimuth(°):	99°	9°		20/3	4
	Dip (°):	54°
Pass1	Search Dist.(m):	220.5	181	162.5
Pass 2	Search Dist.(m):	441	362	325
AgPorph.	Azimuth(°):	170°	109.8°		20/3	4
	Dip (°):	-48°
Pass1	Search Dist.(m):	190.5	115	113
Pass 2	Search Dist.(m):	381	230	226
AgSkarn	Azimuth(°):	53°	1.8°		20/3	4
	Dip (°):	-64°
Pass1	Search Dist.(m):	114.75	83.5	48.5
Pass 2	Search Dist.(m):	229.5	167	97

Table 14-18 Mo Modeling Parameters

Domain	Parameter	Principle X Axis	Intermidiate Y Axis	Minor Z Axis	Max/Min #Samples	Max per hole
Mo Enrich.	Azimuth(°):	115°	22°		20/3	4
	Dip (°):	-15°
Pass1	Search Dist.(m):	174.75	141	121
Pass 2	Search Dist.(m):	349.5	282	242
Mo Horn.	Azimuth(°):	99°	9°		20/3	4
	Dip (°):	54°
Pass1	Search Dist.(m):	238	190	181.5
Pass 2	Search Dist.(m):	476	380	363
Mo Porph.	Azimuth(°):	170°	86°		20/3	4
	Dip (°):	-48°
Pass1	Search Dist.(m):	180	101.5	79.5
Pass 2	Search Dist.(m):	360	203	159
Mo Skarn	Azimuth(°):	53°	3.2°		20/3	4
	Dip (°):	-64°
Pass1	Search Dist.(m):	125	88	70
Pass 2	Search Dist.(m):	250	176	140

Validation

HRC utilized several methods to validate the results of the estimation method. The combined evidence from these validation methods verifies the OK estimation model results.

Comparison with Nearest Neighbor

Nearest Neighbor (NN), models were run for copper and gold to serve as comparisons with the estimated results from the OK method. Descriptive statistics for the OK method along with those for the NN and drill hole composites for the domains are shown in Tables 14-19 through 14-22.

Table 14-19 Model Comparison Descriptive Statistics fo Ag

	Ag g/t
Domain	Estimate Block Count Mean Std. Dev. CV Minimum Median Maximum
Global	3m Comps 8,412 0.554 1.384 2.50 0.000 0.100 39.788
	OK 1,001,676 0.398 0.680 1.71 -0.006 0.185 14.887
Leach Zone	3m Comps 61 0.153 0.246 1.61 0.000 0.100 1.457
	OK 2,929 0.227 0.227 1.00 0.000 0.176 1.318
Enrichment Zone	3m Comps 2,088 0.462 1.156 2.50 0.000 0.100 36.362
	OK 183,991 0.486 0.479 0.98 -0.006 0.389 10.226
Skarn	3m Comps 2,131 1.203 2.068 1.72 0.000 0.583 39.788
	OK 165,764 1.070 1.264 1.18 0.000 0.729 14.887
Skarn Pod	3m Comps 66 0.213 0.403 1.89 0.000 0.100 2.067
	OK 12,199 0.216 0.326 1.51 0.000 0.100 1.690
Porphyry	3m Comps 1,218 0.236 0.859 3.63 0.000 0.100 21.893
	OK 477,381 0.157 0.188 1.20 0.000 0.100 5.484
	3m Comps 2,848 0.288 0.844 2.93 0.000 0.100 21.695
Hornfels	OK 159,412 0.335 0.453 1.35 0.000 0.268 9.485

Table 14-20 Model Comparison Descriptive Statistics fo Au

	Au g/t
Domain	Estimate Block Count Mean Std. Dev. CV Minimum Median Maximum
Global	3m Comps 8,412 0.033 0.051 1.55 0.000 0.017 0.851
	NN 1,001,676 0.023 0.102 4.39 0.000 0.010 12.400
	OK 1,001,676 0.023 0.031 1.33 0.000 0.014 0.660
Leach Zone	3m Comps 61 0.034 0.043 1.24 0.000 0.028 0.170
	NN 2,929 0.053 0.068 1.28 0.000 0.030 0.282
	OK 2,929 0.051 0.059 1.14 0.000 0.032 0.231
h	3m Comps 2,088 0.059 0.053 0.91 0.000 0.044 0.437
Enricment Zone	NN 183,991 0.052 0.054 1.03 0.000 0.037 0.437

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	OK 183,991 0.052 0.040 0.78 0.000 0.042 0.260
Skarn	3m Comps 2,131 0.042 0.059 1.41 0.000 0.022 0.851
	NN 165,764 0.028 0.060 2.15 0.000 0.008 0.913
	OK 165,764 0.027 0.036 1.31 0.000 0.016 0.378
Skarn Pod	3m Comps 66 0.013 0.015 1.10 0.000 0.007 0.058
	NN 12,199 0.008 0.014 1.72 0.000 0.001 0.058
	OK 12,199 0.008 0.013 1.60 0.000 0.002 0.052
Porphyry	3m Comps 1,218 0.022 0.024 1.09 0.000 0.017 0.219
	NN 477,381 0.013 0.018 1.42 0.000 0.006 0.219
	OK 477,381 0.014 0.015 1.10 0.000 0.009 0.170
Hornfels	3m Comps 2,848 0.012 0.039 3.33 0.000 0.001 0.850
	NN 159,412 0.018 0.237 13.33 0.000 0.004 12.400
	OK 159,412 0.013 0.024 1.82 0.000 0.009 0.660

Table 14-21 Model Comparison Descriptive Statistics fo Cu

	Cu %
Domain	Estimate Block Count Mean Std. Dev. CV Minimum Median Maximum
Global	3m Comps 8,412 0.186 0.268 1.44 0.000 0.119 4.398
	NN 1,001,676 0.153 0.208 1.36 0.000 0.093 5.101
	OK 1,001,676 0.159 0.146 0.92 -0.001 0.127 2.507
Leach Zone	3m Comps 61 0.059 0.087 1.46 0.000 0.039 0.586
	NN 2,929 0.072 0.114 1.57 0.000 0.043 2.286
	OK 2,929 0.078 0.075 0.97 0.000 0.066 0.640
Enrichment Zone	3m Comps 2,088 0.242 0.218 0.90 0.000 0.190 2.814
	NN 183,991 0.229 0.210 0.91 0.000 0.184 2.814
	OK 183,991 0.229 0.120 0.53 0.000 0.215 1.376
Skarn	3m Comps 2,131 0.297 0.413 1.39 0.000 0.175 4.398
	NN 165,764 0.258 0.352 1.36 0.000 0.163 5.101
	OK 165,764 0.260 0.236 0.91 0.000 0.212 2.507
Skarn Pod	3m Comps 66 0.266 0.500 1.88 0.000 0.106 3.160
	NN 12,199 0.230 0.452 1.96 0.003 0.030 3.160
	OK 12,199 0.235 0.318 1.36 0.003 0.107 1.425
Porphyry	3m Comps 1,218 0.141 0.112 0.79 0.000 0.119 1.445
	NN 477,381 0.106 0.105 0.99 0.000 0.075 1.445
	OK 477,381 0.117 0.078 0.67 0.000 0.102 0.812
Hornfels	3m Comps 2,848 0.082 0.119 1.46 0.000 0.034 1.809
	NN 159,412 0.093 0.116 1.25 0.000 0.058 1.809
	OK 159,412 0.095 0.089 0.93 -0.001 0.086 0.873

Table 14-22 Model Comparison Descriptive Statistics fo Mo

	Mo %
Domain	Estimate Block Count Mean Std. Dev. CV Minimum Median Maximum
Global	3m Comps 8,412 0.0043 0.0073 1.69 0.0000 0.0020 0.1600
	OK 1,001,676 0.0042 0.0044 1.04 0.0000 0.0030 0.0700
Leach Zone	3m Comps 61 0.0037 0.0043 1.17 0.0000 0.0010 0.0140
	OK 2,929 0.0034 0.0030 0.90 0.0000 0.0030 0.0100
Enrichment Zone	3m Comps 2,088 0.0058 0.0092 1.58 0.0000 0.0030 0.1600
	OK 183,991 0.0061 0.0051 0.84 0.0000 0.0050 0.0700
Skarn	3m Comps 2,131 0.0048 0.0061 1.28 0.0000 0.0030 0.0730
	OK 165,764 0.0054 0.0045 0.84 0.0000 0.0040 0.0350
Skarn Pod	3m Comps 66 0.0074 0.0065 0.89 0.0000 0.0060 0.0220
	OK 12,199 0.0068 0.0061 0.90 0.0000 0.0050 0.0180
Porphyry	3m Comps 1,218 0.0047 0.0072 1.54 0.0000 0.0030 0.1140
	OK 477,381 0.0034 0.0037 1.08 0.0000 0.0030 0.0480
	3m Comps 2,848 0.0025 0.0060 2.37 0.0000 0.0010 0.1310
Hornfels	OK 159,412 0.0031 0.0040 1.30 0.0000 0.0020 0.0470

Cumulative frequency plots ("CFP") comparing OK, NN, and composite grades for the global mineral resource estimate were created to evaluate the smoothing and distribution of estimated grades and are shown in Figures 14-2 through 14-5.

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Figure 14-2 Global CFP for Silver OK and Composites Grades

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Figure 14 3 Global CFP for Gold OK, NN, and Composites Grades

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Figure 14-4 Global CFP for Copper OK, NN, and Composites Grades

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Figure 14-5 Global CFP for Molybdenum OK, and Composites Grades

The overall reduction of the maximum and standard deviation within the OK model in conjunction with the results from the CFP plots represent an appropriate amount of smoothing to account for the point to block volume variance relationship while maintaining similar means. The reduction in mean from the composite to the estimates is the result of large volumes of low-grade material being estimated in low-grade domains with relatively fewer composites. The occurrence of blocks with negative grades is the result a composite with significantly higher grade than surrounding samples. The small number of negative blocks is not a significant impact on the mineral resource estimate.

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Swath Plots

Swath plots were generated to compare average estimated copper grade from the OK method to the NN validation models. The results from the OK model are compared using the swath plot to the distribution derived from the NN model.

Three swath plots were generated for copper and gold. Swath plots for copper are presented as an example of the results: Figure 14-6 shows average copper grade from west to east; Figure 14-7 shows average copper grade from south to north, and Figure 14-8 shows average copper grade from bottom to top.

On a local scale, the nearest neighbor model does not provide a reliable estimate of grade, but on a much larger scale, it represents an unbiased estimation of the grade distribution based on the total data set. Therefore, if the OK model is unbiased, the grade trends may show local fluctuations on a swath plot, but the overall trend should be similar to the distribution of grade from the nearest neighbor.

Correlation between the grade models is generally good, though deviations occur. Areas where the OK models differ from the NN model are apparent in the swath plots.

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Figure 14-6 East-West Copper Swath Plot

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Figure 14 7 North-South Copper Swath Plot

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Figure 14 8 Elevation Copper Swath Plot

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Section Inspection

Bench plans, cross-sections, and long sections comparing modeled grades to the 3-metre composites were evaluated. The example sections displaying estimated copper grades (locations are shown in Figure 14-9) are shown in Figures 14-10 through 14-12. The figures show good agreement between modeled grades and the composite grades. In addition, the modeled blocks display continuity of grades along strike and down dip.

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Figure 14-9 Section Location Map

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Figure 14-10 6224905 N Cross Section of Estimated Copper Grades with Composites

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Figure 14-11 411695 E Long Section of Estimated Copper Grades with Composites

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Figure 14-12 3665.0 Bench Section of Estimated Copper Grades with Composites

Mineral Resource Classification

The mineral resources are classified as Measured, Indicated and Inferred in accordance with "CIM Definition Standards for Mineral Resources and Mineral Reserves", prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. Classification of the resources reflects the relative confidence of the grade estimates.

Blocks were classified as indicated if they were populated during pass 1, were estimated by at least three drill holes, had a kriging variance greater than 1.0 and were within 175m of a composite which is approximately one half the average variogram range. All blocks populated during pass 2 and having a kriging variance greater than 1.0 are classified as inferred.

Mineral Resource Tabulation

The "reasonable prospects for economic extraction" requirement referred to in NI 43-101 was tested by designing a series of conceptual Lersch Grossman pit shells. The economic parameters used for this analysis are based upon estimated operating costs at the project scaled to reflect production rates, expected processing costs, and upon estimated recoveries from metallurgical tests completed to date. Table 14-23 summarizes the cost and recovery

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parameters used in the analysis. Blocks classified as Measured, Indicated, and Inferred were used to define the resource pit shell.

Table 14-23 Parameters used for Resource Pit Shell Generation

Pit Optimization Parameters	Pit Optimization Parameters	Pit Optimization Parameters
Item	Cost/Rate	Units
Base Case CuEqPrice	$3.23	US$per lb Cu
MiningCost	$2.50	US$per Total ton
Production Taxes	$0.50	US$per Ore ton
ProcessingCost	$10.00	US$per Ore ton
G&A	$1.05	US$per Ore ton
CuEqProcess Recovery	75	%
Royalty	2.0	%

Mineral Resource Statement

Resources are reported within an optimized pit shell and meet the test of reasonable prospect for economic extraction. A 0.24% CuEq cutoff was chosen for reporting the mineral resource. The CuEq is calculated based on the following assumptions: a long-term copper price of US$3.23/lb; gold price of US$1,580/oz; silver price of US$18.63/oz; assumed combined operating ore costs of US$11.50/t (process, general and administrative and mining taxes); refining & smelting costs of $0.25/lb of CuEq; metallurgical recoveries of 75% for copper, 55% for gold and 65% for silver and a 2% royalty. The metal prices used in the cutoff are a 15% increase over the three year historical average as of June 30, 2020. Table 14-24 list the cost and other parameters used in the cutoff calculation.

Table 14-24 Resource Cutoff

Internal Cutoff @ Cu Price/lb		$3.23
Processing	$/ore tonne	$ 10.00
G&A + Taxes	$/ore tonne	$ 1.50
CuEqRecoveries	%	75%
Royalties	gross	2.0%
Refining& Smeltingcost	per/lb	$ 0.25
Total cost	$/ore tonne	$ 11.50
Cu SellingPrice	$US/lbs	$ 3.23
CuEq Cutoff Grade 0.24%

Jeffrey Choquette, P.E., MMSA-QP, of HRC is responsible for the mineral resource estimate presented herein. Mr. Choquette is a Qualified Person as defined by NI 43-101 and is independent of World, the vendor and the property. HRC estimated the mineral resource for the Escalones Property based on drillhole data constrained by geologic domain boundaries with an Ordinary Krige ("OK") algorithm. Gems software was used to complete the resource estimate. The metals of interest at the Escalones Property are copper, gold, silver. Although molybdenum was estimated on the block model it has not been reported as part of the resource as the grades are believed to not be high enough to develop a payable concentrate. The mineral resources estimate reported here was prepared in a manner consistent with the "CIM Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines" adopted by CIM Council on November 29, 2019. The mineral resources are classified as Measured, Indicated and Inferred in accordance with "CIM Definition Standards for Mineral Resources and Mineral Reserves", prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. Classification of the resources reflects the relative confidence of the grade estimates.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are that part of the mineral resource for which quantity and grade or quality are estimated on the basis of limited geologic evidence and sampling, which is sufficient to imply but not verify grade or quality continuity.

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Inferred mineral resources may not be converted to mineral reserves. It is reasonably expected, though not guaranteed, that the majority of Inferred mineral resources could be upgraded to Indicated mineral resources with continued exploration.

Table 14-25 Mineral Resource Statement for the Escalones Project, June 30, 2020

				*Average*	*Grade*	*Grade*		*Metal Content*	*Metal Content*
CLASS	Density	Tonnes	CuEq	Cu	Ag	Au	CuEq	Cu	Ag	Au
	tonne/m³	Thousand tonnes	%	%	g/t	g/t	Thousand lb	Thousand lb	Thousand t. oz	Thousand t. oz
Indicated	2.67	184,650	0.370	0.326	0.7	0.075	1,507,280	1,326,858	4,162	445
Inferred	2.76	253,826	0.427	0.394	1.1	0.048	2,390,759	2,205,448	8,888	392
Notes:

(1) Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are that part of the mineral resource for which quantity and grade or quality are estimated on the basis of limited geologic evidence and sampling, which is sufficient to imply but not verify grade or quality continuity. Inferred mineral resources may not be converted to mineral reserves. It is reasonably expected, though not guaranteed, that the majority of Inferred mineral resources could be upgraded to Indicated mineral resources with continued exploration[(2)] Mineral resources are reported at a 0.24% CuEq cutoff. The CuEq is calculated based on a long-term copper price of US$3.23/lb; gold price of US$1,580/oz; silver price of US$18.63/oz; assumed combined operating ore costs of US$11.50/t (process, general and administrative and mining taxes); refining & smelting costs of $0.25/lb of CuEq; metallurgical recoveries of 75% for copper, 55% for gold and 65% for silver and a 2% royalty.

(2) Mineral resources are captured within an optimized pit shell and meet the test of reasonable prospects for economic extraction.

(3) Rounding may result in apparent differences when summing tonnes, grade and contained metal content.

Factors that may affect the Mineral Resource Estimate

Approximately 60% of the base case resource is above an enrichment surface that has been created by World to define areas of the resource that may be more beneficial to process through a heap leach process. As mentioned in Section 13, HRC recommends that future metallurgical studies investigate the upper enriched copper oxide and secondary mineralization in the intrusions as well as the skarn. Assuming the material above the base of enrichment surface proves to be favorable to a heap leach scenario, the costs could be lowered which would result in a total copper cutoff closer to 0.15% (similar in tonnes and grade to the 0.2% CuEq cutoff listed in the Table below) with approximately 60% of the material reporting to a copper heap. The recovery of gold and silver would have to be evaluated on a possible on-off leach pad to see if recovery of these metals would be economic through this processing method. Table 14-26 lists the sensitivity of the resource with respect to cutoff grade.

Cutoff				*Average Grade*	*Average Grade*	*Average Grade*	*Average Grade*	*Metal Content*	*Metal Content*	*Metal Content*	*Metal Content*
CuEq	CLASS	Density	Tonnes	CuEq	CuT	Ag	Au	CuEq	Cu	Ag	Au
%		tonne/m³	thousand tonnes	%	%	g/t	g/t	thousand lb	thousand lb	thousand t. oz	thousand t. oz
0.10 0.15 0.20 0.24 0.30 0.35 0.40	Indicated Indicated Indicated Indicated Indicated Indicated Indicated	2.67 2.67 2.67 2.67 2.67 2.68 2.69	243,665 228,891 207,433 184,650 128,054 86,377 54,424	0.324 0.281 0.6 0.073 0.336 0.293 0.7 0.073 0.353 0.309 0.7 0.074 0.370 0.326 0.7 0.075 0.419 0.371 0.8 0.081 0.470 0.417 0.9 0.087 0.532 0.476 1.2 0.090				1,739,354 1,508,195 5,019 574 1,697,052 1,479,338 4,841 539 1,615,365 1,415,248 4,511 495 1,507,280 1,326,858 4,162 445 1,183,138 1,046,252 3,295 335 894,224 794,839 2,624 240 637,832 570,797 2,043 158
0.10 0.15 0.20 0.24 0.30 0.35	Inferred Inferred Inferred Inferred Inferred Inferred	2.75 2.76 2.76 2.76 2.77 2.78	353,031 321,525 283,734 253,826 189,109 148,679	0.356 0.324 1.0 0.048 0.379 0.346 1.0 0.049 0.407 0.373 1.1 0.050 0.427 0.394 1.1 0.048 0.488 0.452 1.2 0.052 0.536 0.498 1.3 0.053				2,771,330 2,518,229 11,419 546 2,686,246 2,452,703 10,610 503 2,548,051 2,335,804 9,699 456 2,390,759 2,205,448 8,888 392 2,035,347 1,884,102 7,552 316 1,756,694 1,633,249 6,442 254 1,488,728 1,391,532 5,553 193
0.40	Inferred	2.79	115,356	0.585 0.547 1.5 0.052

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HRC is unaware of any other known environmental, permitting, legal, title, taxation, socio-economic, marketing, political factors that may materially affect the mineral resource

Adjacent Properties

HRC knows of no immediately adjacent properties which might materially affect the interpretation or evaluation of the mineralization or exploration targets of the Escalones Project.

Other Relevant Data and Information

The Escalones Technical Report summarizes all data and information material to the Escalones Project as of June 30, 2020. HRC knows of no other relevant technical or other data or information that might materially impact the interpretations and conclusions presented herein, nor of any additional information necessary to make the report more understandable or not misleading.

Interpretation and Conclusions

The Escalones Property lies within the Miocene to Pliocene age Pelambres-El Teniente Porphyry copper belt, which hosts the world's largest porphyry copper deposit at El Teniente, as well as other large copper deposits at Los BroncesAndina, and Pelambres (Katsura, 2006). Exploration at Escalones has demonstrated that copper mineralization occurs in two forms, (1) as high grade copper skarn and structurally controlled mineralization hosted by altered sediments and intrusive dykes and sills, and (2) as disseminated and stockwork mineralization hosted by an underlying intrusive granodiorite stock. Within this framework partial enrichment of the copper mineralization is seen particularly in the near surface within the granodiorite. Also, development of secondary copper oxides is seen both in the enriched profile and within near surface altered sediments and dykes.

There is excellent potential to expand the resource estimate, both in grade and size, by testing the grade and thickness of supergene mineralization below the Mancha Amarilla (Fig. 17-1). Mineralization below the central drilled area (Meseta) includes secondary enrichment to 300 m depth, open at the south edge (Fig. 17-2), and possibly extending up to one kilometre to the south beneath the main ridge.

Prospective skarn copper has been delineated west and east of the central drilled area, where outcrop sampling and mineralization in drill holes remains open, respectively.

Several additional untested porphyry copper and associated skarn exploration targets have been identified farther north on the property and comprise three targets of similar extent to the Escalones Main Zone. These targets are defined by colour anomalies and supported by ASTER imagery interpretation. They offer the possibility of significantly increasing the overall resource potential at Escalones.

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Figure 17-1 Location of the Mancha Amarilla lithocap south of the area of drilling

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Figure 17 2 Cross section showing supergene enrichment at south limit of drilling

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The mineral resource estimate for the Escalones project contains 184.6M tonnes of indicated material with a Copper grade of 0.326%, gold grade of 0.075 g/t and silver grade of 0.7 g/t and 253.8M tonnes of inferred material with a Copper grade of 0.394%, gold grade of 0.048 g/t and silver grade of 1.1 g/t. Approximately 60% of the mineral resource is above an enrichment surface that has been created by World to define areas of the resource that may be more beneficial to process through a heap leach process. As mentioned in Section 13, HRC recommends that future metallurgical studies investigate the upper enriched copper oxide and secondary mineralization in the intrusions as well as the skarn. Assuming the material above the base of enrichment surface proves to be favorable to a heap leach scenario, the costs could be lowered which would result in a total copper cutoff closer to 0.15% (similar in tonnes and grade to the 0.2% CuEq cutoff listed in the Table 14-26) with approximately 60% of the material reporting to a copper heap. The recovery of gold and silver would have to be evaluated on a possible on-off leach pad to see if recovery of these metals would be economic through this processing method. Table 14-26 lists the sensitivity of the resource with respect to cutoff grade. HRC is unaware of any other known environmental, permitting, legal, title, taxation, socio-economic, marketing, political factors that may materially affect the mineral resource.

Recommendations

General Recommendations

A significant portion of the Escalones license area remains underexplored, as much of the early exploration was predicated on access logistics centred on the high-grade skarn mineralization. The Meseta area, where much of the resource was drilled, is much more accessible than many of the areas discussed for future work. The currently defined distal targets were not part of the property during the last exploration programme and have no road access; they have received only reconnaissance-level mapping.

Adjacent to the southern limit of the drilling is a >1 km[2] lithocap, roughly equivalent in size to the existing explored lithocap (see Figure 18-1; the Mancha Amarilla). This is the priority exploration target. While the terrain ruggedness makes road construction difficult over most of this unexplored lithocap, there is an existing road along the ridge crest and several short spurs that allow easy surface sampling and mapping, and future drilling. Before drilling continues at the Escalones main zone, the remainder of the Mancha Amarilla and eastern and western (extending south) skarn targets should be mapped and sampled so their potential can be compared to the area of drilled mineralization. Figure 18-1 shows the recommended rock sample locations that will help define mineralization zones and limits. Samples are located at roughly 200m spaced intervals along ridges and spurs. This should provide adequate sample density for evaluation mineral zonation patterns and limits.

There are three large colour (alteration) anomalies within 10 km to the north of the Escalones Main Zone that have similar characteristics based on preliminary data (Figure 18-2). These distal targets were confirmed with ASTER satellite imagery in early 2020. To generate drill targets at the anomalies, follow-up ridge and spur geochemical sampling at 100-200 metre sample spacing, combined with detailed mapping, is recommended. This will allow them to be ranked as drill targets compared to the extensions of the main zone. The following budget covers this surface work only, as the location and extent of future drilling depends on the results. Table 18-1 shows a recommended budget for this Phase 1 work programme of roughly 600 surface rock samples.

In addition to the exploration work described above, metallurgical, environmental, and engineering studies should be continued on the property with the intent to further demonstrate the economic viability of the deposit.

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Figure 18-1 Proposed surface sampling over south supergene target and flanking skarns

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Figure 18-2 Proposed surface sampling over northern distal targets

Table 18-1 Recommended Phase I Scope of Work

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Staffing & Logistics	Description	Qty	Unit	Rate	Cost US$
Chile
Labor	Labor	2	month	$22,000	$44,000
Food & Lodging	Field camprental	2	month	$5,000	$10,000
Fieldgeologist	Field direction of sampling protocol	2	month	$12,000	$24,000
Assistants	4 local hires	2	month	$10,000	$20,000
Food & Lodging	Field camprental	2	month	$5,000	$10,000
Travel	Flights,truck rental	2	month	$5,000	$10,000
Helicopter	Mobe/Demob for distal targets	2	flights	$5,000	$10,000
Canada
Admin Overhead	Vancouver office	6	month	$20,000	$120,000
Project manager	Vancouver,J. Drobepartial time est.	6	month	$7,000	$42,000
				SUBTOTAL	$253,005
Geochem- Surface (ALS Santiago)
Prep31	70% <2mm;split 250g, pulv-split > 85% <75 microns.	600	sample 5kg	$11	$6,810
Au-AA25	Fire Assayon 30g	600	sample	$17	$9,960
ME-MS61	48 Element - Four Acid and ICP-AES/ICP-MS	600	sample	$28	$16,800
AA62	overlimit on Cu>1% Cu	60	sample	$14	$810
	Contingency	10%			$3,438
				Subtotal	$37,818
TOTAL					$290,823

Non-Principal Property – Cristal Property

The information provided below with respect to the Cristal Property was prepared and provided by World Copper's management and is not based on a technical report prepared on behalf of World Copper in accordance with NI 43-101. John Drobe, P.Geo., a qualified person as defined by NI 43-101, has reviewed the scientific and technical information that forms the basis for this Filing Statement and has reviewed and approved the disclosure contained in this Filing Statement with respect to the Cristal Property. Mr. Drobe is not independent of World Copper as he is the Chief Geologist of World Copper.

The Cristal Property is located in Chile, 10km south of the border with Peru, within the Huayillas (Peru and Chile) Quadrangle (Sheet 2934, 37-x). Centre coordinates for the Cristal Property are 420996mE, 7990018nN World Geodetic System (WGS) 1984 UTM Zone 19S Southern Hemisphere. The Cristal Property has an area of approximately 9km[2 ]

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Approximate Location of the Cristal Property.

Selected Consolidated Financial Information and MD&A

The following table sets out certain selected consolidated financial information of World Copper for the periods indicated.

	For the nine-month period ended September 30, 2020 (unaudited)	For the nine-month period ended September 30, 2019 (unaudited)	For the year ended December 31, 2019 (audited)	For the period from incorporation on December 3, 2018 to December 31, 2018 (audited)
Total revenues	-	-	-	-
Consulting fees	$364,862	$87,205	$183,566	-
Exploration and evaluation	$229,450	$54,595	$97,023	-
Accretion	$24,746	-	-	-
Filing fees	-	-	$11,311	-
Foreign exchange (gain)	$(7,624)	$(1,851)	$20,528	-

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	For the nine-month period ended September 30, 2020 (unaudited)	For the nine-month period ended September 30, 2019 (unaudited)	For the year ended December 31, 2019 (audited)	For the period from incorporation on December 3, 2018 to December 31, 2018 (audited)
Office and miscellaneous	$222,327	$3,706	$29,448	-
Professional fees	$419,098	$297,026	$282,991	-
Shareholder communications	$79,657	$13,755	$45,956	-
Transfer agent and regulatory fees	$978	-	-	-
Travel	$13,730	$8,566	$10,968	-
Loss and Comprehensiv e Loss	$(1,347,224)	$(463,002)	$(681,791)	-
Loss per World Copper Share – basic and diluted	$(0.02)	$(0.02)	$(0.03)	-

	As at September 30, 2020 (unaudited)	As at December 31, 2019 (audited)	As at December 3, 2018 (audited)
Current assets	$978,492	$176,673	$1
Total assets	$5,163,412	$4,229,692	$1
Current liabilities	$1,069,982	$1,572,482	-
Total liabilities	$1,569,982	$1,572,482	-
Shareholders' equity	$3,593,430	$2,657,210	$1
Cash dividends per share	Nil.	Nil.	Nil.

As a private company, World Copper is not required to prepare quarterly financial statements, and as such, no quarterly financial statements of World Copper have been prepared nor are any quarterly financial statements of World Copper included in this Filing Statement.

MD&A

The MD&A of World Copper's financial condition and results of operations for the year ended December 31, 2019 and from incorporation on December 3, 2018 to December 31, 2018, and MD&A of World Copper for the nine month periods ended September 30, 2020 and 2019 are attached hereto as Schedule "D", and should be read in conjunction with World Copper's financial statements and notes thereto for the year ended December 31, 2019 and from incorporation on December 3, 2018 to December 31, 2018, and for the nine months ended September 30, 2020 which are attached hereto as Schedule "C".

The World Copper financial statements are prepared in accordance with International Financial Reporting Standards.

Trends

As a junior mining company, World Copper is highly susceptible to the cycles of the mineral resource sector and the financial markets as they relate to junior companies.

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World Copper's financial performance is dependent upon many external factors. Both prices and markets for metals are volatile, difficult to predict and subject to changes in domestic and international, political, social and economic environments. Circumstances and events beyond its control could materially affect the financial performance of World Copper and the Resulting Issuer. Apart from this risk and the risk factors disclosed elsewhere in this Filing Statement, World Copper is not aware of any other trends, commitments, events or uncertainties that are reasonably likely to have a material adverse effect on World Copper's business, financial conditions or result of operations.

Securities

Common Shares

The authorized capital of World Copper consists of an unlimited number of World Copper Shares without par value. As at the date of this Filing Statement, there are 83,877,655 World Copper Shares issued and outstanding.

The World Copper Shareholders are entitled to vote at all meetings of shareholders, to receive dividends if, as and when declared by the directors and to participate ratably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of World Copper. The World Copper Shares carry no pre-emptive rights, conversion or exchange rights, redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring the holder of World Copper Shares to contribute additional capital and no restrictions on the issuance of additional securities by World Copper.

Common Share Purchase Warrants

The Offered Unit Warrants are governed by the terms and conditions set out in the certificates representing the Offered Unit Warrants. Each whole Offered Unit Warrant will entitle the holder thereof to acquire one World Copper Share (each an " Offered Unit Warrant Share ") at an exercise price of $0.20 per World Copper Share for a period of 24 months from the date of issuance. The certificates representing the Offered Unit Warrants will also provide for the customary conversion rights adjustments upon the occurrence of certain liquidity events. The Offered Unit Warrants are transferable. No fractional Offered Unit Warrant Shares will be issued on conversion of the Offered Unit Warrants.

Dividends

World Copper has not declared or paid any dividends on the World Copper Shares since its incorporation and will not declare or pay any dividends prior to completion of the Acquisition.

Consolidated Capitalization

The following table sets forth the consolidated capitalization of World Copper as at the date of this Filing Statement:

Designation of Security	Amount authorized or to be authorized	Outstanding as at September 30, 2020	Outstanding as at the date of this Filing Statement(1)
World Copper Shares	Unlimited	82,019,000	83,877,655
Warrants	Unlimited	1,700,000	28,029,655(2)

Notes:

(1) Not including the Special Warrant Certificate or any World Copper Shares issuable thereunder.

(2) Consisting of:

ing of:
Number of Warrants	Exercise Price	Expiry Date
1,500,000	0.20	September 15, 2025
1,700,000	0.10	June 26, 2022
1,092,000	0.10	July 27, 2022

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21,879,000 0.20 July 27, 2025 1,858,655 0.20 October 15, 2025

(3) The disclosed deficit of World Copper as at December 31, 2019 is $681,791.

Prior Sales

World Copper Shares

The following table summarizes the sales of World Copper Shares issued during the 12-month period prior to the date of this Filing Statement:

Issue Date	Number of World Copper Shares Issued	Issue Price per World Copper Share	Aggregate Issue Price	Consideration Received
July 27, 2020	21,879,000(1)	$0.10	$2,187,900	Cash
September 15, 2020	1,500,000	$0.10	$150,000	Debt settlement(2)
October 15, 2020	1,858,655(1)	$0.10	$185,865.50	Cash
TOTAL:	25,237,655(3)		$2,523,765.50

Notes:

(1) The World Copper Shares were issued in connection with an offering of World Copper Units (see " Prior Sales - Warrants " below).

(2) The World Copper Shares comprise part of the World Copper Units that were issued under the Debt Settlement Agreement.

(3) Of these World Copper Shares, 1,500,000 were issued to Non-Arm's Length Parties pursuant to the Debt Settlement Agreement.

Warrants

The following table summarizes the sales of World Copper Warrants issued during the 12-month period prior to the date of this Filing Statement:

Issue Date	Number of Warrants Issued	Exercise Price	Expiry Date
June 26, 2020	1,700,000(1)	$0.10	June 26, 2022
July 27, 2020	21,879,000(2)	$0.20	July 27, 2025
July 27, 2020	1,092,000(3)	$0.20	July 27, 2022
September 15, 2020	1,500,000(4)	$0.20	September 15, 2025
October 15, 2020	1,858,655(5)	$0.20	October 15, 2025
TOTAL:	28,029,655(6)

Notes:

(1) The Bonus Warrants were issued pursuant to the Van Alphen Loan.

(2) Issued in connection with a private placement of World Copper Units that closed on July 27, 2020 (in this section, the " July Private Placement ").

(3) Issued to a finder in connection with the July Private Placement.

(4) Issued under the Debt Settlement Agreement.

(5) Issued in connection with a private placement of World Copper Units that closed on October 15, 2020.

(6) Of these World Copper Warrants, 3,200,000 were issued to Non-Arm's Length Parties pursuant to the Debt Settlement Agreement and the Van Alphen Loan.

Stock Exchange Price

The World Copper Shares are not listed or quoted on any stock exchange.

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Principal Security Holders

To the knowledge of the directors and executive officers of World Copper, the following persons beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding World Copper Shares, as of the date hereof.

Name of Shareholder	Number of World Copper Shares	Percentage of Issued and Outstanding World Copper Shares as at the date of this Filing Statement
Wealth Minerals Ltd.	25,000,000	29.81% (22.34%)(1)
Escalones Resource Corp.(1)	25,000,000	29.81% (22.34%)(1)
TOTAL:	50,000,000(1)	59.61% (44.68%)(1)

Note:

(1) On a fully-diluted basis, assuming the exercise of: (i) 25,237,655 outstanding World Copper Warrants; (ii) 1,700,000 Bonus Warrants; and (iii) 1,092,000 warrants issued to a finder in connection with a World Copper Unit financing, not including any World Copper Shares that may be issued in connection with the Financing or upon the exercise of the Special Warrant.

Executive Compensation

Compensation Discussion and Analysis

The executive compensation discussion below discloses compensation paid to the following individuals:

(a) each individual who, in respect of World Copper, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer;
(b) each individual who, in respect of World Copper, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer;
(c) in respect of World Copper and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with Section 1.3(5) of Form 51-102F6V under National Instrument 51-102 – Continuous Disclosure Obligations , for that financial year;
(d) each of the four most highly compensated executive officers, in respect of World Copper, in addition to the chief executive officer, regardless of the amount of their compensation; and
(e) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of World Copper, nor acting in a similar capacity, as at the end of the most recently completed financial year,

(each, a "Named Executive Officer").

During the year ended December 31, 2019, World Copper had four individuals who were Named Executive Officers, namely (i) Hendrik van Alphen, who was appointed as the Chief Executive Officer of World Copper on September 25, 2019 and subsequently resigned as Chief Executive Officer on July 10, 2020; (ii) Patrick James Burns, who was appointed as the President of World Copper on September 25, 2019 and as Chief Executive Officer on

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July 10, 2020; (iii) David Cross, who was appointed as the Chief Financial Officer of World Copper on September 25, 2019 and resigned on October 7, 2020; and (iv) Timothy McCutcheon, World Copper's former President, who was appointed as President of World Copper on December 19, 2018 and resigned from such position on September 25, 2019.

Summary Compensation Table

The following table sets forth the value of the compensation, excluding compensation securities, of World Copper's Named Executive Officers, for the period from incorporation to December 31, 2019:

Name and Principal Position	Year	Salary/ Consulting Fees ($)	Share- based award s ($)	Option -based awards ($)	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension value ($)	All other compensation ($)	Total compensation ($)
					Annual incentiv e plans ($)	Long term incentiv e plans ($)
Hendrik van Alphen(1) Former Chief Executive Officer and Director	2019							15,000	15,000
	2018	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Patrick James Burns(2) Chief Executive Officer and President	2019	119,069							119,159
	2018	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
David Cross(3) Former Chief Financial Officer	2019	¬	¬	¬	¬	¬	¬	3,950	3,950
	2018	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Timothy McCutcheon(4) Former President and Director	2019
	2018

Notes:

(1) Amounts were accrued by World Copper to Bosch, a company controlled by Hendrik van Alphen, for the services of Mr. van Alphen as the former Chief Executive Officer of World Copper. World Copper has been advised that Bosch pays a salary to Mr. van Alphen. Mr. van Alphen was appointed as Chief Executive Officer and a director of World Copper on September 25, 2019 and resigned as Chief Executive Officer on July 10, 2020.

(2) Amounts accrued by World Copper to Mr. Burns, for the services of Mr. Burns as the President of World Copper. Mr. Burns was appointed as the President of World Copper on September 25, 2019 and as Chief Executive Officer of World Copper on July 10, 2020.

(3) Amounts accrued by World Copper to Cross Davis & Company LLP, CPA, an accounting firm in which David Cross is a partner. Mr. Cross was appointed as Chief Financial Officer of World Copper on September 25, 2019 and resigned as Chief Financial Officer on October 7, 2020.

(4) Mr. McCutcheon was appointed as President and a director of World Copper on December 19, 2018 and resigned as the President and director on September 25, 2019.

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Employment and Consulting Agreements

The Company entered into a month-to-month consulting arrangement with Patrick James Burns (in this Section, the " President Consulting Arrangement ") on July 1, 2019, whereby Mr. Burns agreed to provide services customarily attendant to the President and to provide other related services to World Copper for a fee of USD$15,000 per month. Effective August 1, 2020, Mr. Burns' monthly consulting fee was reduced to USD$10,000.

The Company entered into a month-to-month consulting arrangement with Bosch, a company controlled by Hendrik van Alphen (in this Section, the " CEO Consulting Arrangement "), on January 1, 2020, whereby Bosch agreed to provide to World Copper services customarily attendant to the CEO and other related services for a fee of $6,000 per month.

Incentive Plan Awards: Outstanding Share-Based Awards and Option-Based Awards

No share-based awards or option-based awards were granted by World Copper to the Named Executive Officers during the year ended December 31, 2019 or the period from incorporation to December 31, 2018.

Incentive Plan Awards: Value Vested or Earned During the Year

No incentive plan awards were issued or vested to the Named Executive Officers during the year ended December 31, 2019 or the period from incorporation to December 31, 2018.

Pension Plan Benefits

World Copper does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Compensation to Directors

There was no compensation provided to directors who were not also Named Executive Officers of World Copper during year ended December 31, 2019 or the period from incorporation to December 31, 2018.

Incentive Plan Awards: Outstanding share-based awards and option-based awards

No share-based awards or option-based awards were granted by World Copper to directors who were not also Named Executive Officers of World Copper during year ended December 31, 2019 or the period from incorporation to December 31, 2018.

Incentive Plan Awards: Value Vested or Earned During the Year

No incentive plan awards were issued or vested to directors who were not also Named Executive Officers of World Copper during the year ended December 31, 2019 or the period from incorporation to December 31, 2018.

Management Contracts

Management functions of World Copper are not, to any substantial degree, performed by a person or persons other than the directors or senior officers of World Copper or companies controlled by the directors or senior officers of World Copper.

Non-Arm's Length Party Transaction

Except as set out below, since its incorporation, neither World Copper nor any of its subsidiaries have acquired any assets or services from, or provided any assets or services to (i) any director or officer of World Copper, (ii) an Insider of World Copper, either before or after giving effect to the Acquisition and Financing; or (iii) an Associate or Affiliate of any Person described in (i) or (ii).

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Pursuant to the Escalones Share Purchase Agreement, World Copper acquired all of the issued and outstanding shares in the capital of SASC Metallurgy Corp. and Escalones Copper Corp. from ERC. As consideration, World Copper (i) issued 25,000,000 World Copper Shares to ERC, (ii) granted to ERC a 2% net smelter returns royalty on the Escalones Exploration Concessions, and (iii) is required to make an aggregate of $1,000,000 in cash payments to ERC (of which $150,000 has already been paid). SASC Metallurgy Corp. and Escalones Copper Corp. are the sole shareholders of TMI Chile, the holder of the Escalones Property. ERC is a principal shareholder and Insider of World Copper; however, prior to the closing of the share purchase transaction, ERC was not an Insider of World Copper.

As of the date of this Filing Statement, amounts due by World Copper to Wealth Minerals Ltd., a principal security holder of World Copper, either directly or indirectly through their respective subsidiaries, is equal to an aggregate amount of $98,342 as a result of amounts paid by Wealth Minerals Ltd. on behalf of World Copper in connection with the Cristal Property and certain general and administrative expenses.

On June 23, 2020, World Copper and Hendrik van Alphen entered into a loan agreement for the Van Alphen Loan, whereby Mr. van Alphen agreed to lend to World Copper the principal amount of $170,000. The loan has an 18month term and an interest rate of 8% per annum, compounded annually. Pursuant to the Van Alphen Loan, World Copper issued 1,700,000 Bonus Warrants to Mr. van Alphen.

World Copper entered into the President Consulting Arrangement and the CEO Consulting Arrangement with Mr. Burns and Mr. van Alphen, respectively. As consideration for the services provided by such Insiders, World Copper pays consulting fees to Mr. Burns and Mr. van Alphen. See " Information About World Copper – Executive Compensation – Employment and Consulting Agreements ".

The former Chief Financial Officer of World Copper, David Cross, provided accounting services to World Copper through an accounting firm to which he is a partner, Cross Davis & Company. From the date of incorporation of World Copper to October 31, 2020, Cross Davis & Company LLP billed $46,125 in fees to World Copper for accounting services. Further, the Corporate Secretary of World Copper, Marla Ritchie, provides services to World Copper pursuant to the a management arrangement. As consideration for the services provided by Marval, World Copper pays a consulting fee to Marval. See " Information About World Copper – Management Contracts ".

Legal Proceedings

World Copper is not a party to any legal proceedings currently material to it or of which any of World Copper's property is the subject matter, and no such proceedings are known by World Copper to be contemplated.

Auditor, Transfer Agent and Registrar

The auditor of World Copper is Smythe LLP, Chartered Professional Accountants, 1700 – 475 Howe Street, Vancouver, British Columbia, V6C 2B3. World Copper does not have a registrar or transfer agent.

Material Contracts

Except for contracts entered into in the ordinary course of business, the only contracts entered into by World Copper in the two years immediately prior to the date hereof that can reasonably be regarded as presently material to World Copper are as follows:

(a) the Escalones Share Purchase Agreement;
(b) the Share Exchange Agreement (See " The Acquisition
(c) the Cristal Assignment Agreement;
(d) the Chilean Assignment Agreement;
(e) the Van Alphen Loan;

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(f) the Debt Settlement Agreement; and
(g) the Special Warrant Certificate.

The Share Exchange Agreement has been filed on SEDAR under the Company's profile. All of the contracts specified above may be inspected at the registered and records offices of World Copper at 1170 – 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1 during normal business hours up to the Closing Date and for a period of 30 days thereafter.

INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Acquisition basis and is reflective of the projected business, financial and share capital position of the Company, as the Resulting Issuer, after giving effect to the Acquisition. This section only includes information respecting the Resulting Issuer after the Acquisition and Financing that is materially different from information provided earlier in this Filing Statement under "Information Concerning the Company" and "Information Concerning World Copper" .

Corporate Structure

Upon closing of the Acquisition, the Resulting Issuer shall have completed a name change to "World Copper Ltd." and World Copper will become a wholly-owned subsidiary of the Resulting Issuer, as illustrated by the following organizational chart:

==> picture [368 x 232] intentionally omitted <==

The Resulting Issuer's head office will be located at Suite 2300, 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3. The registered and records office of the Resulting Issuer will be located at 1170 – 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1.

Narrative Description of the Business of the Resulting Issuer

Stated Business Objectives

The Resulting Issuer will be a junior mineral exploration company engaged in the identification, acquisition, exploration and if warranted, development of mineral properties and will develop World Copper's business plans and

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mineral properties as described in " Information Concerning World Copper – General Development of the Business " above. The Resulting Issuer will focus on the exploration of World Copper's properties – the Cristal Property and the Escalones Property.

Milestones

To pursue the foregoing business objectives, the Resulting Issuer will target the milestones and conduct the recommended exploration programs set forth in the Escalones Technical Report. Please see " Information Concerning World Copper – Material Mineral Project " for additional information.

Exploration and Development Activities

There are no current mineral reserves or resources on any of the Resulting Issuer's properties and the proposed exploration program on the Escalones Property is exploratory. See " Risk Factors ".

The Resulting Issuer plans to use any unallocated working capital for additional exploration on its properties.

Description of the Securities

Upon the Closing of the Acquisition and Financing, the share structure of the Resulting Issuer will be substantially the same as the share structure of the Company. See " Information Concerning the Company – Description of Securities ".

Offered Warrants

Upon the completion of the Financing, an aggregate of 24,166,667 Offered Unit Warrants will be issued by World Copper assuming the Minimum Financing or an aggregate of 27,083,333 Offered Unit Warrants will be issued by World Copper assuming the Maximum Financing. For more information concerning the Offered Unit Warrants, please see " Information Concerning World Copper - Securities ".

Special Warrants

Upon completion of the Acquisition and Financing, the Resulting Issuer will have issued the Special Warrant Certificate. Thereafter, and upon the exercise of any Resulting Issuer Warrants outstanding at Closing, ERC has the right pursuant to the Special Warrant Certificate to acquire additional Company Shares to maintain its pro rata ownership interest equal to 30% (on a fully-diluted basis) in respect of dilution resulting upon the exercise of any such Resulting Issuer Warrants, without payment of any additional consideration therefore.

Pro Forma Consolidated Capitalization

The following table sets forth the capitalization of the Resulting Issuer after giving effect to the Acquisition and Financing based on the pro forma financial statements of the Resulting Issuer attached as Schedule "D" hereto:

Designation of Security	Amount Authorized	Amount Outstanding after Giving Effect to the Acquisition and the Minimum Financing(1)(2)	Amount Outstanding after Giving Effect to the Acquisition and the Maximum Financing(1)(2)
Company Shares	Unlimited	128,159,412(3)	132,326,077(4)
Options	10% of Common Shares	Nil	Nil
Warrants	Unlimited	54,129,655(5)(6)	57,279,655(7)(8)

Notes:

(1) Not including any Company Shares that may be issued to ERC under the Special Warrant Certificate upon the exercise of any Resulting Issuer Warrants issued and outstanding at Closing.

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(2) Assumes that: (i) 2,666,666 World Copper Shares will be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt; and (ii) each Insider does not purchase any Offered Units under the Financing.

(3) Assumes that 13,447,824 Wealth Copper Shares will be issued to ERC upon Closing under the Special Warrant Certificate.

(4) Assumes that 14,697,823 Wealth Copper Shares will be issued to ERC upon Closing under the Special Warrant Certificate.

(5) Assumes that 1,933,333 Finder's Warrants are issued in connection with the Minimum Financing.

(6) Assuming the full deemed exercise of the Special Warrant Certificate, a total of 77,328,078 shares may be reserved for issuance.

(7) Assumes that 2,166,667 Finder's Warrants are issued in connection with the Maximum Financing.

(8) Assuming the full deemed exercise of the Special Warrant Certificate, a total of 81,828,079 shares may be reserved for issuance.

(9) The disclosed deficit of the Resulting Issuer in the pro forma financial statements dated as at July 31 2020 is $3,050,674.

Fully diluted Share Capital

The following table states the anticipated fully diluted share capital of the Resulting Issuer after giving effect to the Acquisition and the Financing:

Description of Security	Number of Securities after Giving Effect to the Acquisition and the Minimum Financing	% of Total	Number of Securities after Giving Effect to the Acquisition and the Maximum Financing	% of Total
Company Shares issued and outstanding	4,000,600	1.95%	4,000,600	1.87%
Company Shares to be issued pursuant to the Acquisition	124,158,812(1)	60.42%	128,325,477(2)	59.92%
Company Shares reserved for issuance upon exercise of common share purchase warrants	77,328,078(3)	37.63%	81,828,079(4)	38.21%
TOTAL:	205,487,490(1)(2)	100.00%	214,154,156	100.00%

Notes:

(1) Assumes that (i) 2,666,666 World Copper Shares will be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt; and (ii) 13,447,824 World Copper Shares will be issued to ERC upon Closing under the Special Warrant.

(2) Assumes that (i) 2,666,666 World Copper Shares will be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt; and (ii) 14,697,823 World Copper Shares will be issued to ERC upon Closing under the Special Warrant.

(3) Includes (i) Company Shares reserved for issuance pursuant to: (A) 24,166,667 Offered Unit Warrants; (B) 1,933,333 Finder's Warrants; (C) 25,237,655 outstanding World Copper Warrants; (D) 1,092,000 warrants issued to a finder in connection with a prior World Copper Unit financing; and (E) 1,700,000 Bonus Warrants; and (ii) 23,198,423 Company Shares that may be issued to ERC under the Special Warrant Certificate upon the exercise of all of the Resulting Issuer Warrants issued and outstanding at Closing. (4) Includes (i) Company Shares reserved for issuance pursuant to: (A) 27,083,333 Offered Unit Warrants; (B) 2,166,667 Finder's Warrants; (C) 25,237,655 outstanding World Copper Warrants; (D) 1,092,000 warrants issued to a finder in connection with a prior World Copper Unit financing; and (E) 1,700,000 Bonus Warrants; and (ii) 24,548,424 Company Shares that may be issued to ERC under the Special Warrant Certificate upon the exercise of all of the Resulting Issuer Warrants issued and outstanding at Closing.

Available Funds and Principal Purposes

Available Funds

As of November 30, 2020, the Company had a working capital deficit of approximately $(445,137.00) and World Copper had a working capital deficit of approximately $(231,277.44). Pro forma financial statements of the Resulting Issuer, giving effect to the Acquisition are attached to this Filing Statement as Schedule "D".

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The total funds available to the Resulting Issuer at Closing and upon completion of the Financing are expected to be as follows:

Source of Funds	Funds Available	Funds Available
	Minimum Financing	Maximum Financing
Company Working Capital	$(445,137.00)	$(445,137.00)
World Copper Working Capital	$(231,277.44)	$(231,277.44)
Allante Debt Settlement	$320,000.00	$320,000.00
Financing	$2,900,000	$3,250,000
TOTAL:	$2,543,585.56	$2,893,585.56

Principal Purpose of Funds

The Resulting Issuer, in order to complete a successful program, may require additional capital which may come from a combination of existing cash flow, potential cash flow, equity financing and/or debt financing, including the Financing, or through new joint ventures. There is no assurance that additional capital will be available to the Resulting Issuer to complete a successful exploration program or that the terms of such capital will be favourable. Failure to obtain additional capital could result in the delay or indefinite postponement of such exploration program. See " Risk Factors ".

The principal purpose of the available funds, after giving effect to the Acquisition and for the 12 months thereafter, will be for, among other things, working capital and future exploration activities on the Resulting Issuer's mineral properties, primarily focused on the Escalones Property, including the work program as recommended in the Escalones Technical Report and general administrative expenses. It is anticipated that the Resulting Issuer will use such funds as follows:

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Principal Purpose	Allocation of Proceeds(1)	Allocation of Proceeds(1)
	Minimum Amount	Maximum Amount
Cost of completing the Acquisition and the Financing(2)	$347,000.00	$347,000.00
Professional fees	$111,320.00	$111,320.00
Accounting and bookkeeping	$83,431.00	$83,431.00
Office rent	$48,708.00	$48,708.00
Marketing	$78,200.00	$78,200.00
Management and consulting fees	$258,000.00	$258,000.00
General and administrative expenses	$76,000.00	$76,000.00
Option payments with respect to the Escalones Property(3)	$594,000.00	$594,000.00
Payments to ERC under the Escalones Share Purchase Agreement	$350,000.00	$350,000.00
Cash Reimbursement to ERC under the Escalones Share Purchase Agreement	$72,900.00	$72,900.00
Phase I work program on the Escalones Property(5)	$290,823.00	$290,823.00
Unallocated working capital	$233,203.00	$583,203.00
TOTAL:	$2,543,585.00	$2,893,585.00

Notes:

(4) See " Information Concerning World Copper – Narrative Description of the Business – Recommendations.

Dividends

The proposed management and directors of the Resulting Issuer do not anticipate declaring any dividends payable on the Company Shares. The Resulting Issuer will have no restrictions on paying dividends, but if the Resulting Issuer generates earnings in the foreseeable future, it expects that they will be retained to finance growth and expand its operations. The directors of the Resulting Issuer will determine if and when dividends should be declared and paid in the future based upon the Resulting Issuer's financial position at the relevant time. All Company Shares will be entitled to an equal share in any dividends declared and paid.

Principal Security Holders

To the knowledge of the directors and senior officers of the Company and World Copper, upon completion of the Acquisition and Financing, the following persons are anticipated to beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the voting securities (being Company Shares) of the Resulting Issuer. Other than as noted, such persons are the registered holders and beneficial owners.

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Name and Municipalit y of Residence(1)	Number of Company Shares Prior to the Acquisition	%	Number of Company Shares After the Acquisition and the Minimum Financing(2)	%	Number of Company Shares After the Acquisition and the Maximum Financing(2)	%
Wealth Minerals Ltd.(3)	Nil	-	25,000,000	19.51%(4)	25,000,000	18.89%(4)
Escalones Resource Corp.(5)	Nil	-	38,447,824(6)	30.00%(7)	39,697,823(8)	30.00%(9)
TOTAL:			63,447,824	49.51%	64,697,823	48.89%

Notes:

(1) Each of the principal security holders referenced in the foregoing table are the registered and beneficial owners of the securities set forth opposite each security holder's name.

(2) All of the Company Shares will be subject to escrow restrictions under the Acquisition Escrow Agreement. See "Information Concerning the Resulting Issuer – Escrowed Securities" for additional information.

(3) Based on publicly available information, the Insiders of Wealth Minerals Ltd. include the following: David Cross, William Green, Murray Hitzman, David Lies, Timothy McCutcheon, Michael Bartlett, Gordon Neal, Jerry Glenn Pogue, Marla Ritchie, Stefan Schauss, Xiaohuan Tang and Hendrik van Alphen.

(4) On a fully-diluted basis, Wealth Minerals Ltd. will own (i) 12.67% of the Resulting Issuer assuming the Minimum Financing; or (ii) 11.67% assuming the Maximum Financing.

(5) ERC is a wholly-owned subsidiary of Gold Springs. Based on publicly available information, Insiders of Gold Springs include the following persons: Robert van Doorn, Antonio Canton, Tina Woodside, Roman Mironchik, Victor Dario, Matias Herrero, Killian Ruby, Randall L. Moore and Horst Daspersgruber, William Pennstrom, Kevel Consulting SA and Clever Fund Solution SPC for Arbitrage SP.

(6) Assumes that 13,447,824 Company Shares will be issued to ERC upon Closing under the Special Warrant Certificate.

(7) On a fully-diluted basis, and assuming that 23,198,423 Company Shares will be issued to ERC upon the deemed exercise of the Special Warrant Certificate, ERC will own 30.00% of the Resulting Issuer.

(8) Assumes that 14,697,823 Company Shares will be issued to ERC upon Closing under the Special Warrant Certificate.

(9) On a fully-diluted basis, and assuming that 24,548,424 Company Shares will be issued to ERC upon the deemed exercise of the Special Warrant Certificate, ERC will own 30.00% of the Resulting Issuer.

Directors, Officers and Promoters

Upon Closing, the Company's current directors and senior officers, including Joe DeVries (Chief Executive Officer and President), Richard Barnett (Chief Financial Officer and Secretary), Ron Hughes and Drew Maness will resign.

The following table sets out the names of the proposed directors and officers of the Resulting Issuer, the municipality in which each is ordinarily resident, all offices of the Resulting Issuer proposed to be held by each of them, their principal occupations during the past five years and the expected number of Company Shares beneficially owned by each, directly or indirectly, or over which control or direction is exercised, following completion of the Acquisition.

Following the completion of the Acquisition, the following persons will be directors and senior officers of the Resulting Issuer:

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Name, Municipality of Residence, Proposed Offices	Principal Occupation During Last Five Years	Prior Position with the Company or World Copper and Term of Such Position	Number of Company Shares upon Closing(1)	Percentage of Company Shares Held or Controlled Upon Closing and Minimum Financing(2)	Percentage of Company Shares Held or Controlled Upon Closing and Maximum Financing(3)
Hendrik van Alphen Vancouver, Canada Chief Executive Officer and Director	Businessman; current and former director and officer of several companies, primarily in the mineral exploration industry	Chief Executive Officer of World Copper September 25, 2019 to July 10, 2020 Director of World Copper September 25, 2019 to present	1,000,000	0.78%(4)	0.76%(4)
Patrick James Burns Salta, Argentina President and Director	Geologist	President and Director of World Copper September 25, 2019 to present Chief Executive Officer of World Copper July 10, 2020 to present	500,000	0.39%(5)	0.38%(5)
Roberto Fréraut Santiago, Chile Director	Chilean mining geologist; professor at the University of Chile	N/A	Nil	-	-
Stuart Ross Nanaimo, Canada Director	Businessman; current and former director and senior officer of several companies, primarily in the mineral exploration industry	N/A	Nil	-	-
Matias Herrero Vancouver, Canada Director	Canadian Chartered Accountant and U.S. Certified Public Accountant; chief financial officer of several companies	N/A	Nil	-	-

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Name, Municipality of Residence, Proposed Offices	Principal Occupation During Last Five Years	Prior Position with the Company or World Copper and Term of Such Position	Number of Company Shares upon Closing(1)	Percentage of Company Shares Held or Controlled Upon Closing and Minimum Financing(2)	Percentage of Company Shares Held or Controlled Upon Closing and Maximum Financing(3)
Sead Hamzagic Vancouver, Canada Chief Financial Officer	Current and former director and CFO of several companies	Chief Financial Officer of World Copper October 7, 2020 to present	Nil	-	-
Marla Ritchie Vancouver, Canada Corporate Secretary	Current and former corporate secretary of several companies, primarily in the mineral exploration industry	Corporate Secretary of World Copper September 25, 2019 to present	Nil	-	-
TOTAL:	--	--	1,500,000	1.17%(6)	1.13%(6)

Notes:

(1) Assumes that each Insider does not purchase any Offered Units under the Financing.

(2) Assumes that: (i) 2,666,666 World Copper Shares will be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt; and (ii) 13,447,824 World Copper Shares will be issued to ERC upon Closing under the Special Warrant Certificate.

(3) Assumes that: (i) 2,666,666 World Copper Shares will be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt; and (ii) 14,697,823 World Copper Shares will be issued to ERC upon Closing under the Special Warrant Certificate.

(4) On a fully-diluted basis, Hendrik van Alphen will own (i) 1.31% of the Resulting Issuer assuming the Minimum Financing; or (ii) 1.26% assuming the Maximum Financing.

(5) On a fully-diluted basis, Patrick James Burns will own (i) 0.24% of the Resulting Issuer assuming the Minimum Financing; or (ii) 0.23% assuming the Maximum Financing.

(6) On a fully-diluted basis, the directors and officers of the Resulting Issuer will collectively own (i) 1.56% of the Resulting Issuer assuming the Minimum Financing; or (ii) 1.49% assuming the Maximum Financing.

Each director elected or appointed will hold office until the next annual general meeting of the Resulting Issuer or until his or her successor is elected or appointed, unless his or her office is vacated earlier in accordance with the Articles of the Resulting Issuer or with the provisions of the BCBCA .

The Company and, therefore, the Resulting Issuer, has adopted advance notice procedures for nomination of directors, which requires that a shareholder proposing to nominate a person for election as a director at a meeting of shareholders must provide the Company with advance notice of, and prescribed details concerning, the proposed nominee. A copy of the advance notice policy has been filed by the Company on SEDAR at www.sedar.com.

Audit Committee

The Resulting Issuer's audit committee is expected to be re-constituted following completion of the Acquisition, as set out below:

Matias Herrero (Chairman)	Independent(1)	Financially literate(2)
Roberto Fréraut	Independent(1)	Financially literate(2)
Stuart Ross	Independent(1)	Financially literate(2)
Notes:

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(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Issuer, which could, in the view of the Board, reasonably interfere with the exercise of a member's independent judgment.

(2) An individual is financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Issuer's financial statements.

Management and Director Information

The following is a brief description of the key management of the Resulting Issuer. Each member of senior management is expected to enter into a consulting agreement with the Resulting Issuer after closing.

Hendrik van Alphen, Chief Executive Officer and Director

Mr. van Alphen has had a long and successful career in the mining industry and has delivered exceptional value to shareholders. Mr. van Alphen has been directly responsible for raising $200 million in the last 10 years and has been closely involved in financing an additional $800 million.

Early in his career, Mr. van Alphen founded and operated a number of service-related companies, beginning with a line cutting operation in Northern British Columbia and culminating in a drilling company (Hydracore) which was founded in 1985 and is still in operation today. In 1991, Mr. van Alphen founded Pacific Rim and travelled extensively throughout South America, acquiring the Taca Taca, Diablillos, and Aqua Rica projects under his leadership. All of these projects have developed into significant deposits and/or high value M&A transactions.

From 1994 to 1999, Mr. van Alphen served as Vice-President of Corriente Resources Inc. (" Corriente "), during which time he acquired a number of assets for the company including Taca Taca, which had been relinquished by Pacific Rim. Corriente also acquired Mirador, which ultimately sold to a Chinese group for $680 million.

Upon leaving Corriente, Mr. van Alphen founded Cardero Resource Corp. (" Cardero ") in 1999. Cardero became a successful exploration company, with multiple high-profile exploration projects including the Baja project in Mexico. In 2003, Cardero purchased the Pampa de Pongo iron deposit from Rio Tinto for $0.5 million, which was a countercyclical investment at the time. Following $3 million of expenditures, Cardero sold it to a Chinese company for $100 million cash in 2009. Most recently, in 2010, Cardero acquired a 120 million tonne metallurgical coal asset in British Columbia and in less than three years of exploration, grew it to be more than 5 times larger with a positive prefeasibility study.

Mr. van Alphen founded Wealth Minerals Ltd. in 2005 and has served as President, CEO and Director since that time. In 2006, Mr. van Alphen began spinning out key acquisitions into public entities. He was a co-founder of International Tower Hill Mines in 2006, placing undervalued Anglo Gold assets into a public vehicle. Mr. van Alphen served as chairman of International Tower Hill for five years, leading the course as the company went from a $0.60 IPO to more than $10.00 per share and a market cap of $800 million. Trevali Mining Corporation was another successful spin-out, which, under the leadership of Dr. Mark Cruise, has grown to be a zinc producer in Peru, with a Canadian operation. Trevali Mining Corporation raised more than $400 million in the market over the past few years, and the company's market capitalization is approximately $1.5 billion as at the date of this Prospectus.

Mr. van Alphen is currently also a director of Ethos Gold Corp., Gelum Capital Ltd. and Latin Metals Inc.

Mr. van Alphen is expected to an independent contractor of the Resulting Issuer providing services to the Resulting Issuer. Mr. van Alphen has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 67 years of age. He is expected to devote approximately 25% of his time to the affairs of the Resulting Issuer.

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Patrick James Burns, President and Director

Mr. Burns has approximately 40 years of mineral exploration experience in the Caribbean and South and Central America, including 17 years' experience in Chile. He was the first project manager of the exploration team which discovered the Escondida copper porphyry project in Chile. Mr. Burns was also integral in the discovery of the San Cristobal epithermal gold deposit in Chile and the Sustut copper deposit in British Columbia.

Mr. Burns was the first to initiate a comprehensive regional exploration program for Au-Ag deposits in the Southern Chile Coastal range in mid-1990's. Mr. Burns founded Condor Resources Inc. (" Condor ") and served as the President and Chief Executive Officer of Condor from February 2004 to 2013 and as a Director of the company from February 2004 to August 2015.

Mr. Burns is expected to be an independent contractor of the Resulting Issuer providing services to the Resulting Issuer. Mr. Burns has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 71 years of age. He is expected to devote approximately 25% of his time to the affairs of the Resulting Issuer.

Sead Hamzagic, Chief Financial Officer

Mr. Hamzagic is a Chartered Professional Accountant, with his public practice registered with CPA-BC, and currently serves as CFO of Canadian Spirit Resources Inc., Cardero Resource Corp., Cobra Venture Corporation, Rainy Mountain Royalty Corp. in addition to providing financial consulting services to a number of public and private companies.

Mr. Hamzagic previously served as acting CFO of Clearly Canadian Beverage Corporation and CFO of Naturally Splendid Enterprises Ltd., as well as CFO and Director of Waterfront Capital Corporation, Canadian International Pharma Corp., Rainy Mountain Royalty Corp., International Bethlehem Mining Corp., Magnum Goldcorp Inc., BC Moly Corp. and Copper Lake Resources Ltd.

Mr. Hamzagic is expected to be an independent contractor of the Resulting Issuer. Mr. Hamzagic has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 57 years of age. He is expected to devote approximately 10% of his time to the affairs of the Resulting Issuer.

Marla Ritchie, Corporate Secretary

Ms. Ritchie brings over 25 years' experience in public markets working as an Administrator and Corporate Secretary specializing in resource-based exploration companies. Between 1992 and 2003, Ms. Ritchie worked for Ascot Resources Ltd, Brett Resources Inc., Golden Band Resources Inc., Hyder Gold Inc., Leicester Diamond Mines Ltd., Loki Gold Corporation, Oliver Gold Corporation and Solomon Resources Limited. Currently, she is also the corporate secretary for World Copper Ltd., Wealth Minerals Ltd., Cardero Resource Corp., Corvus Gold Inc., Latin Metals Inc., GoldHaven Resources Corp., New Energy Metals Corp., Velocity Minerals Ltd. and Xiana Mining Inc.. She is also the former corporate secretary of International Tower Hill Mines Ltd., RavenQuest BioMed Inc. and Trevali Mining Corporation.

Mr. Ritchie is expected to be an independent contractor of the Resulting Issuer through Marval (a company controlled by Ms. Ritchie), has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 58 years of age. She is expected to devote approximately 10% of her time to the affairs of the Resulting Issuer.

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Roberto Fréraut, Director

Mr. Fréraut is a seasoned geologist that specializes in Mineral Economics, Geology and Exploration. He has previously served as the Exploration Regional Manager for CODELCO and Professor of "Fundamentals of Mining Business" for the module for the Mining Industry Version MBA at the University of Chile.

Currently, Mr. Fréraut serves as a consultant for mineral exploration companies in Chile.

Mr. Fréraut is not expected to be an employee or independent contractor of the Resulting Issuer, has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 67 years of age. He is expected to devote approximately 10% of his time to the affairs of the Resulting Issuer.

Stuart Ross, Director

Mr. Ross has been a senior officer and director of several public companies, including companies listed on the NASDAQ and TSX Venture exchanges. His sector experience includes mining, beverage production and distribution, medical services, gaming and merchant banking, including 17 years as a senior officer and director of Clearly Canadian Beverage Corp (1986 to 2003). Most recently, Mr. Ross was President and CEO of El Tigre Silver Corp., a TSX Venture listed silver exploration company (2007 to 2015), and has been the President and CEO of Cardero Resource Corp., a TSX Venture listed resource company, since August 2017.

Mr. Ross is not expected to be an employee or independent contractor of the Resulting Issuer, has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 76 years of age. He is expected to devote approximately 10% of his time to the affairs of the Resulting Issuer.

Matias Herrero, Director

Matias Herrero is a CA, CPA, with 14 years of mining industry experience. Mr. Herrero is the President and Chief Executive Officer of Gold Springs and previously served as Chief Financial Officer of Gold Springs from July 2012 through October 2017. Prior to Gold Springs, Mr. Herrero was the Chief Financial Officer of a gold producer.

Mr. Herrero is a Canadian Chartered Accountant and U.S. Certified Public Accountant with extensive financial experience. Mr. Herrero began his career with PricewaterhouseCoopers LLP and has since gathered experience working on senior management roles in publicly-traded companies with gold projects in North America, South America, and Africa.

Mr. Herrero is not expected to be an employee or independent contractor of the Resulting Issuer, has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 45 years of age. He is expected to devote approximately 10% of his time to the affairs of the Resulting Issuer.

Marcelo Awad, Executive Director, World Copper Chile

Marcelo A. Awad is a Chilean mining executive with a long and distinguished career in the mining sector. Mr. Awad started his career with CODELCO, where he worked for 18 years in both Chile and the UK, most recently as Executive Vice President – Copper Trading & Futures. During this time, Mr. Awad was elected as a Director of the London Metals Exchange (LME) from 1990 to 1993.

Following his career at CODELCO Marcelo then spent 16 years with Antofagasta Minerals SA, initially joining as VP of Sales and Marketing in 1996 and serving most recently as Chief Executive Officer from December 2004 to March 2012.

In 2012, Mr. Awad was appointed President in Chile of the multinational corporation Millennium Energy Industries, a leading global solar solutions provider and was appointed as a Director of the Chilean Copper Commission (Cochilco) and the Deutsche Bank in Chile. Mr. Awad also provides advice on regulatory issues and government relations in Chile.

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Mr. Awad is currently the Executive Director, Chile for Wealth Minerals and serves on the boards of Finning International Inc., the world's largest Caterpillar dealer, Echeverría Izquierdo S.A., a Chilean engineering and construction company, and AC Perforaciones S.A., a Chilean drilling services company. He also serves on the Advisory Board for the Americas of the Australian consulting company, Partners in Performance and as a senior advisor to both Mitsubishi Corporation Investments Chile and Sierra Gorda SCM.

Mr. Awad is not expected to be an employee or independent contractor of the Resulting Issuer, has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 67 years of age. He is expected to devote approximately 10% of his time to the affairs of the Resulting Issuer.

Cesar Jil, Director and Manager, TMI Chile

Mr. Jil is the Chief Technical Officer of Wealth Minerals Ltd. and general manager of Wealth Minerals Ltd.'s Chilean operations. He most recently served as Manager of Lithium Extraction Technologies for Albemarle Corporation's lithium and advanced materials global business and was with that company for five years. He is an expert in the latest technologies and methodologies regarding lithium beneficiation from natural brines, and has worked in the Atacama, Antofalla and Silver Peak salars/salt lake beds located in Chile.

At the Atacama salar, Chile, Mr. Jil worked to implement new processes to increase lithium recovery yields by approximately 30%. He also led process changes at Albemarle Corporation's Atacama lithium refinery to reduce water consumption by 10% and brought operations into line with ISO standards.

Prior to Albemarle Corporation, Mr. Jil worked at Anglo American plc's Mantos Blancos copper project in Chile, with the task of optimizing operational processes. He also was a process engineer for Sociedad Chilena de Litio Ltda., a world leader in processing lithium to lithium carbonate and lithium chloride for the global chemicals industry.

Mr. Jil has a BS in Chemical Engineering from Universidad Tecnica Federico Santa Maria – Chile.

Mr. Jil is not expected to be an employee or independent contractor of the Resulting Issuer, has not entered into any non-competition or non-disclosure agreements with World Copper or the Resulting Issuer and is 44 years of age. He is expected to devote approximately 10% of his time to the affairs of the Resulting Issuer.

Promoter Consideration

The Resulting Issuer does not expect to have any promoters other than its directors and officers, nor has the Resulting Issuer or World Copper had a promoter other than such persons within the two years immediately preceding the date of this Filing Statement. No one should be considered a promoter outside of the Board and Management of the Resulting Issuer.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Resulting Issuer, as at the date of this Filing Statement and within the ten years before the date of this Filing Statement, no director, officer or proposed director or officer, promoter or any shareholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer is or has been a director, officer or promoter of any company (including the Resulting Issuer) that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
(b) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

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(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Hendrik van Alphen, the proposed Chief Executive Officer and a director of the Resulting Issuer, is a director of Gelum Capital Ltd. On September 4, 2018, a cease trade order was issued by the British Columbia Securities Commission for the failure to file audited annual financial statements, MD&A and certifications of annual filings for the financial year ended April 30, 2018. The Cease Trade Order was revoked on August 6, 2019.

Penalties or Sanctions

To the knowledge of the Resulting Issuer, no current or proposed director, officer, promoter or shareholder holding a sufficient number of securities of World Copper or the Company to affect materially the control of World Copper or the Company has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable security holder making a decision about the Acquisition.

Personal Bankruptcies

To the knowledge of the Resulting Issuer, there has been no current or proposed director, officer, promoter, or any shareholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such person, that has, within the ten years prior to the date of this Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Conflicts of Interest

The directors of the Resulting Issuer are required by law to act honestly and in good faith with a view to the best interests of the Resulting Issuer and to disclose any interests, which they may have in any project or opportunity of the Resulting Issuer. If a conflict of interest arises at a meeting of the Board, any director in a conflict will disclose his interest and abstain from voting on such matter. Further, any transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

To the Resulting Issuer's knowledge and other than disclosed herein, there are no known existing or potential conflicts of interest among the Resulting Issuer, its promoters, directors and officers or other members of management of the Resulting Issuer or of any proposed promoter, director, officer or other member of management as a result of their outside business interests except as follows:

(a) Certain of the directors and officers serve as directors and officers of other companies and therefore it is possible that a conflict may arise between their duties to the Resulting Issuer and their duties as a director or officer of such other companies.
(b) Patrick James Burns is the vendor of the Cristal Property under the Cristal Option Agreement. Mr. Burns was not a director or officer of World Copper at the time the Cristal Assignment Agreement was entered into. As at the date of this Filing Statement, World Copper made option

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earn-in payments to Mr. Burns in the aggregate amount of $85,047, consisting of common shares with a fair value of USD$18,500 and $66,547 in cash. Mr. Burns is involved in the mining business in Chile, the Resulting Issuer's area of interest. Accordingly, there is the potential that a conflict of interest may arise in the future with respect to the acquisition of additional mineral properties.

For information concerning the director and officer positions held by the proposed directors of the Resulting Issuer, " please see " Other Reporting Issuer Experience directly below .

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer who are, or have been within the last five years, directors, officers or promoters of other reporting issuers, other than the Company:

Name of Director, Officer or Promoter	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
Hendrik van Alphen Chief Executive Officer and Director	Cardero Resource Corp. (British Columbia)	TSXV:CDU	CEO and Director	May 2003	Current
	Wealth Minerals Ltd. (British Columbia)	TSXV: WML	CEO	September 2004	Current
	Ethos Gold Corp. (British Columbia)	TSXV: ECC	Director	August 2008	Current
	Indico Resources Ltd. (British Columbia)	TSXV: IDI	Director	April 2012	July 2016
	Gelum Capital Ltd. (British Columbia)	N/A	Director	December 2015	Current
	Latin Metals Inc. (British Columbia)	TSXV: LMS	Director	May 2015	Current
	Blackrock Gold Corp. (British Columbia)	TSXV: BRC	Director	August 2016	October 2019
	RavenQuest BioMed Inc. (British Columbia)	TSXV: RBQ	Director	September 2017	November 2019
	CellCube Energy Storage Systems Inc. (British Columbia)	CSE: CUBE	Director	March 2019	January 2020
Patrick James Burns President and Director	Condor Resources Inc. (British Columbia)	TSXV: CN	Director	December 2005	August 2015
	First Mexican Gold Corp. (British Columbia)	TSXV: FMG	Director	June 2012	Current
Stuart Ross Director	El Tigre Silver Corp. (British Columbia)	TSXV: ELS	Director and Officer	July 2007	October 2015
	Gold Finder Explorations Ltd. (British Columbia)	TSXV: GFN	Director	October 2009	March 2011
	Barkerville Gold Mines Ltd. (British Columbia)	TSXV: BGM	Director	November 2007	September 2008
	Angkor Gold Corp. (Alberta)	TSXV: ANK	Director	January 2011	November 2012

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Name of Director, Officer or Promoter	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
	Gitennes Exploration Inc. (British Columbia)	TSXV: GIT	Director	September 2012	Current
	Cardero Resource Corp. (British Columbia)	TSXV: CDU	CEO and President	August 2017	Current
	Gold Finder Explorations Ltd. (British Columbia)	TSXV: GFN	Director	December 2009	March 2011
	Cobra Venture Corporation (British Columbia)	TSXV: CBV	Director	February 2019	Current
	GoldHaven Resources Corp. (British Columbia)	CSE: GOH	Director	November 2019	August 2020
	New Energy Metals Corp. (British Columbia)	TSXV: ENRG	Director	October 2020	Current
Matias Herrero Director	Gold Springs Resource Corp. (British Columbia)	TSX: GRC	CFO CEO	August 2012 February 2019	October 2017 Current
Sead Hamzagic Chief Financial Officer	Cobra Venture Corporation (British Columbia)	TSXV: CBV	CFO	July 2020	Current
	Cardero Resource Corp. (British Columbia)	TSXV: CDU	CFO	June 2020	Current
	Canadian Spirit Resources Inc. (Alberta)	TSXV: SPI	CFO	March 2020	Current
	Rainy Mountain Royalty Corp_. (British Columbia)_	TSXV: RMO	CFO	October 2009	Current
	Rainy Mountain Royalty Corp. (British Columbia)	TSXV: RMO	Director	October 2009	November 2019
	Magnum Goldcorp Inc. (British Columbia)	TSXV: MGI	CFO and Director	November 2013	January 2020
	Entheos Capital Corp. (formerly, Waterfront Capital Corporation) (British Columbia)	TSXV: ENTH	CFO and Director	February 2008	January 2020
	Canadian International Pharma Corp. (British Columbia)	TSXV: CIP	CFO and Director	February 2008	January 2020
	International Bethlehem Mining Corp. (British Columbia)	TSXV: IBC	CFO and Director	February 2008	January 2020
	Naturally Splendid Enterprises Ltd. (British Columbia)	TSXV: NSP	CFO	March 2018	June 2019

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Name of Director, Officer or Promoter	Name and Jurisdiction of Reporting Issuer	Name of Trading Market	Position	From	To
Marla Ritchie Corporate Secretary	Cardero Resource Corp. (British Columbia)	TSXV:CDU	Corporate Secretary	June 2003	Current
	Wealth Minerals Ltd. (British Columbia)	TSXV: WML	Corporate Secretary	August 2008	Current
	Corvus Gold Inc. (British Columbia)	TSX: KOR	Corporate Secretary	April 2010	Current
	Latin Metals Ltd. (British Columbia)	TSXV: LMS	Corporate Secretary	May 2015	Current
	Velocity Mierals Ltd. (British Columbia)	TSXV: VLC	Corporate Secretary	July 2017	Current
	RavenQuest BioMed Inc. (British Columbia)	CSE: RBQ	Corporate Secretary	September 2017	January 2020
	New Energy Metals Corp. (British Columbia)	TSXV: ENRG	Corporate Secretary	March 2018	Current
	Xiana Mining Inc. (British Columbia)	TSXV: XIA	Corporate Secretary	May 2018	Current
	Gelum Capital Ltd. (British Columbia)	N/A	Corporate Secretary	August 2018	Current
	GoldHaven Resources Inc. (British Columbia)	CSE: GOH	Corporate Secretary	May 2020	Current

Executive Compensation and Management Contracts

Set out below is a summary of the anticipated compensation for each of the Resulting Issuer's four most highly compensated executive officers and members of management, in addition to the proposed Chief Executive Officer, for the 12 month period after giving effect to the Acquisition:

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Name and Principal Position	Salary / Consulting Fee ($)	Share- based awards ($)	Option- based awards ($)(1)(2)	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension value ($)	All other compensation ($)	Total compensation ($)
				Annual incentive plans ($)	Long term incentive plans ($)
Hendrik van Alphen Chief Executive Officer and Director	72,000	-	-	-	-	-	-	72,000(3)
Patrick James Burns President and Director	81,000	-	-	-	-	-	-	81,000
Sead Hamzagic Chief Financial Officer	-	-	-	-	-	-	48,000	48,000
John Drobe Chief Geologist	75,000	-	-	-	-	-	75,000	75,000

Notes:

(1) The value of any option-based award will be determined as the grant date fair value using the Black-Scholes option-pricing model.

(2) The Resulting Issuer intends to adopt the New Option Plan (as defined in " Options to Purchase Securities " below) and expects that it will issue stock options to directors and officers thereunder. It has not yet been determined the number of stock options that will be issued to each such person.

(3) Amounts are expected to be paid to Bosch, a company controlled by Hendrik van Alphen, for the services of Mr. van Alphen as Chief Executive Officer of the Resulting Issuer.

Outstanding share-based awards and option-based awards

The Resulting Issuer intends to adopt a new stock option plan following the Closing and to seek shareholder approval of the same at its first annual meeting occurring thereafter. Such plan is expected to be a "rolling" stock option plan, pursuant to which the Resulting Issuer will be able to grant options up to a maximum of 10% of the Resulting Issuer's issued and outstanding share capital at the time of grant. See "Options to Purchase Securities" below.

Consulting Contracts

It is expected that upon Closing, the Resulting Issuer will enter into consulting agreements with certain of its executive officers and members of management with respect to the services provided to the Resulting Issuer by such persons.

Compensation of Directors

The Resulting Issuer is not expected to pay compensation to any of its directors for services as a director, other than stock option compensation under the New Option Plan.

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Indebtedness of Directors and Officers

No director, officer, promoter, or proposed member of management or appointment as a director of the Resulting Issuer, nor any of their Associates or Affiliates, is or has been indebted to the Company or World Copper since the commencement of the Company or World Copper's last completed financial year, nor is any such person expected to be indebted to the Resulting Issuer on the completion of the Acquisition.

Investor Relations Arrangements

Upon Closing and in the ordinary course of business, the Resulting Issuer expects to enter into agreements or understandings with persons to provide investor communications, promotional and/or investor relations services for the Resulting Issuer.

Options to Purchase Securities

The Resulting Issuer intends to adopt a new stock option plan (in this section, the "New Option Plan") following Closing and to seek shareholder approval of the same at its first annual meeting occurring thereafter. The following information is intended as a brief description of the expected terms of the New Option Plan and is qualified in its entirety by the full text of the New Option Plan:

Eligible Participants. Options may be granted under the New Option Plan to directors or officers of the Company or an affiliate of the Resulting Issuer (in this section collectively, the "Directors"), employees of the Resulting Issuer or a subsidiary of the Resulting Issuer (in this section collectively, the "Employees"), consultants of the Resulting Issuer or a subsidiary or affiliate of the Resulting Issuer (in this section collectively, the "Consultants"), or an Eligible Charitable Organization (as will be defined in the New Option Plan). The Board, in its discretion, determines which of the Directors, Employees, Consultants or Eligible Charitable Organizations will be awarded options under the New Option Plan.
Number of Shares Reserved. The number of common shares in the capital of the Resulting Issuer which may be issued pursuant to options granted under the New Option Plan may not exceed 10% of the issued and outstanding common shares at the date of granting of options (including all options granted by the Resulting Issuer prior to the adoption of the New Option Plan and thereunder). Options which are cancelled or expire prior to exercise continue to be issuable under the New Option Plan. Options which may be grants to Optionees who are engaged or employed in Investor Relations Activities during any 12 month period shall not exceed in the aggregate 2% of the issued and outstanding Resulting Issuer Shares, calculated at the date such Options are granted.
Term of Options. Subject to the termination and change of control provisions noted below, the terms of any option granted under the New Option Plan is determined by the Board and may not exceed ten years from the date of grant.
Exercise Price. The exercise price of options granted under the New Option Plan is determined by the Board, provided that it is not less than the Discounted Market Price, as that term is defined under applicable Exchange policies or such other minimum price as is permitted by the Exchange in accordance with the policies, as amended from time to time, or, if the common shares are no longer listed on the Exchange, then such other exchange or quotation system on which the common shares are listed or quoted for trading. The exercise price of options granted to insiders may not be decreased without disinterested shareholder approval at the time of the proposed amendment.
Limitations. For so long as the Company Shares are listed on the Exchange, the number of common shares, calculated at the date such options are granted, reserved for issuance to:
(a) any one option holder pursuant to options granted to such option holder during any 12 month period shall not exceed 5% of the issued and outstanding Company Shares;

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(b) any one option holder, who is a Consultant, in respect of options granted to such Consultant during any 12 month period shall not exceed 2% of the issued and outstanding Company Shares;
(c) all option holders who are engaged or employed in Investor Relations Activities, as defined under applicable TSX-V policies, during any 12 month period shall not exceed in the aggregate 2% of the issued and outstanding Company Shares; and
(d) Eligible Charitable Organizations shall not at any time exceed 1% of the issued and outstanding Company Shares.
Vesting. Subject to the vesting and change of control provisions noted below, all options granted pursuant to the Stock Option Plan will be subject to such vesting requirements as may be prescribed by the Exchange, if applicable, or as may be imposed by the Board of Directors. If the option holder is a Consultant providing investor relations services any option granted to the Consultant under the Stock Option Plan must vest in stages over at least 12 months with no more than one quarter of the option vesting in any three-month period.
Termination of Options. Any options granted pursuant to the New Option Plan will terminate upon the earliest of:
(a) the end of the term of the option;
(b) if the termination is as a result of dismissal for cause, the date of such termination for just cause;
(c) where an optionee's position as an Employee, Consultant or Director terminates for a reason other than the optionee's death or termination for just cause, 90 days after such date of termination;
(d) if the termination is as a result of the optionee's death, then such options may be exercisable by the legal heirs or personal representatives of the optionee for a period to be determined by the Board, which date shall not be less than three months and not more than six months from the date of death;
(e) the date of any sale, transfer, assignment or hypothecation or any attempted sale, transfer, assignment or hypothecation, of such option in violation of the New Option Plan; or
(f) the occurrence of certain other termination events, as set-out in the New Option Plan.

The Board may from time to time amend or terminate the New Option Plan or any options granted thereunder, provided that no such amendment or termination may be made (except with the written consent of the holders of options under the New Option Plan concerned or unless required to make the New Option Plan or the options granted thereunder comply with the rules and policies of the Exchange) that affects the terms and conditions of options granted under the New Option Plan which have not been exercised or terminated.

The New Option Plan does not permit stock options to be transformed into stock appreciation rights.

Assuming the New Option Plan receives approval by the Resulting Issuer's shareholders, and subject to final acceptance by the Exchange, the Company's existing stock option plan will terminate and any outstanding options issued pursuant to the existing stock option plan will thereafter be governed by the New Option Plan. Any options granted pursuant to the New Option Plan will not require further Exchange approval unless the exercise price is reduced or the expiry date is extended for an option held by an insider of the Company.

It is expected that the Resulting Issuer will, upon completion of the Acquisition, have nil outstanding options to purchase Company Shares.

Following the Completion of the Acquisition and Financing, the Board is expected to grant options to the new directors and other eligible persons, at the discretion of the Board and pursuant to the New Option Plan and in accordance with applicable Exchange Policies.

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Escrowed Securities

CPC Escrow Agreement

As at the date of this Filing Statement, 833,333 Company Shares issued by the Company prior to the initial public offering of the Company Shares and which are still outstanding are deposited with the Escrow Agent under the CPC Escrow Agreement. In addition, all Company Shares acquired in the secondary market prior to Closing by any person who becomes a Control Person of the Resulting Issuer, if any, are required to be deposited in escrow under the CPC Escrow Agreement.

The following table sets forth, to the knowledge of the Company and World Copper, particulars of the Company Shares held in escrow by the Escrow Agent under the CPC Escrow Agreement as at the date of this Filing Statement and after giving effect to the Acquisition that will be held in escrow upon Closing under the CPC Escrow Agreement:

Name and Municipality of Residence of Security Holder	Before Giving Effect to the Acquisition	Before Giving Effect to the Acquisition	After Giving Effect to the Acquisition	After Giving Effect to the Acquisition	After Giving Effect to the Acquisition
	Number of Securities Held in Escrow	% of Class	Number of Securities to be held in Escrow	% of Class After Minimum Financing	% of Class After Maximum Financing
Joe DeVries Vancouver, British Columbia	333,333	8.33%	2,999,999(1)	2.34%	2.27%
Susan Telford Port Moody, British Columbia	66,667	1.67%	66,667	0.05%	0.05%
Drew Maness McComb, Mississippi	33,333	0.83%	33,333	0.03%	0.03%
Ron Hughes Point Roberts, Washington	16,667	0.42%	16,667	0.01%	0.01%
Richard Switzer Delta, British Columbia	33,333	0.83%	33,333	0.03%	0.03%
Whitney Pansano Mendenhall, Mississippi	83,333	2.08%	83,333	0.07%	0.06%
Mark Gelmon Vancouver, British Columbia	33,333	0.83%	33,333	0.03%	0.03%
Jurgen Wolf Vancouver, British Columbia	66,667	1.67%	66,667	0.05%	0.05%
Christian Wirth Panama City, Panama	166,667	4.17%	166,667	0.13%	0.13%
TOTAL:	833,333	20.83%	3,499,999	2.73%	2.64%

Note:

(1) Includes the 2,666,666 World Copper Shares which are expected to be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt.

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Under the CPC Escrow Agreement, the escrowed Company Shares will be released from escrow as follows:

Release Dates	Percentage of Total Escrowed Securities to be Released	Total Number of Escrowed Securities to be Released
Completion Date	10% of escrowed shares	349,999
6 months after Completion Date	15% of escrowed shares	525,000
12 months after Completion Date	15% of escrowed shares	525,000
18 months after Completion Date	15% of escrowed shares	525,000
24 months after Completion Date	15% of escrowed shares	525,000
30 months after Completion Date	15% of escrowed shares	525,000
36 months after Completion Date	15% of escrowed shares	525,000
	100% of escrowed shares	3,499,999

If a Final Exchange Bulletin is not issued, the escrowed Company Shares held in escrow under the CPC Escrow Agreement will not be released. Under the CPC Escrow Agreement, each Non-Arm's Length Party to the Company who holds escrowed Company Shares acquired at a price below the offering price of the Company's initial public offering has irrevocably authorized and directed the Escrow Agent to immediately cancel all of those escrowed Company Shares upon the issuance by the Exchange of an Exchange Bulletin delisting the Company Shares.

Terms of Escrow for the Company Shares held by Principals

In accordance with the Escrow Policy, securities of the Resulting Issuer held by Principals (as such term is defined in the Escrow Policy) of the Resulting Issuer may be required to be deposited into escrow under the terms of the Value Securities Escrow Agreement. The following table sets out, as of the date hereof and the knowledge of the Company and World Copper, the name and municipality of residence of the Principals of the Resulting Issuer whose securities will be placed in escrow upon the completion of the Acquisition and the Financing:

Name and Municipalit y of Residence of Security Holder or location of Head Office of Security Holder	Before Giving Effect to the Acquisition and the Financing	Before Giving Effect to the Acquisition and the Financing	After Giving Effect to the Acquisition and the Minimum Financing(1)	After Giving Effect to the Acquisition and the Minimum Financing(1)	After Giving Effect to the Acquisition and the Maximum Financing(2)	After Giving Effect to the Acquisition and the Maximum Financing(2)
	Number of Securities to be Held in Escrow	% of Class	Number of Securities to be held in Escrow	% of Class	Number of Securities to be held in Escrow	% of Class
Hendrik van Alphen Vancouver, British Columbia	1,000,000 (1,700,000)(3)	1.19% (2.41%)	1,000,000 (1,700,000)(3)	0.78% (1.31%)(4)	1,000,000 (1,700,000)(3)	0.76% (1.26%)(5)
Patrick James Burns Salta, Argentina	500,000	0.60% (0.45%)	500,000	0.39% (0.24%)(5)	500,000	0.38% (0.23%)(5)
Wealth Minerals Ltd. Vancouver, British Columbia	25,000,000	29.81% (22.34%)	25,000,000	19.51% (12.17%)(4)	25,000,000	18.89% (11.67%)(5)

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Name and Municipalit y of Residence of Security Holder or location of Head Office of Security Holder	Before Giving Effect to the Acquisition and the Financing	Before Giving Effect to the Acquisition and the Financing	After Giving Effect to the Acquisition and the Minimum Financing(1)	After Giving Effect to the Acquisition and the Minimum Financing(1)	After Giving Effect to the Acquisition and the Maximum Financing(2)	After Giving Effect to the Acquisition and the Maximum Financing(2)
	Number of Securities to be Held in Escrow	% of Class	Number of Securities to be held in Escrow	% of Class	Number of Securities to be held in Escrow	% of Class
Escalones Resource Corp. Vancouver, British Columbia	25,000,000	29.81% (22.34%)	38,447,824 (23,198,423)(6)	30.00% (30.00%)(4)	39,697,823 (24,548,424)(7)	30.00% (30.00%)(5)
TOTAL:	51,500,000 (1,700,000)	61.40% (47.54%)	64,947,824 (24,898,423)	50.68% (43.72%)(4)	66,197,823 (26,248,424)	50.03% (43.17%)(5)

Notes:

(1) Assumes that: (i) 2,666,666 World Copper Shares will be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt; (ii) 13,447,824 World Copper Shares will be issued to ERC upon Closing under the Special Warrant Certificate; and (iii) no Principal purchases any Offered Units under the Financing.

(2) Assumes that: (i) 2,666,666 World Copper Shares will be issued to a company controlled by Joe DeVries immediately prior to Closing to settle a Company debt; (ii) 14,697,823 World Copper Shares will be issued to ERC upon Closing under the Special Warrant Certificate; and (iii) no Principal purchases any Offered Units under the Financing.

(3) Represents the Bonus Warrants issued to Mr. van Alphen pursuant to the Van Alphen Loan.

(4) On a fully-diluted basis, assumes (i) the exercise of an aggregate of 54,129,655 Resulting Issuer Warrants; and (ii) that 23,198,423 Company Shares will be issued to ERC upon the deemed exercise of the Special Warrant Certificate, assuming the exercise of every Resulting Issuer Warrant issued and outstanding as of the completion of the Acquisition and the Minimum Financing (in this section, the " Minimum Deemed Exercise ").

(5) On a fully-diluted basis, assumes (i) the exercise of an aggregate of 57,279,655 Resulting Issuer Warrants; and (ii) that 24,548,424 Company Shares will be issued to ERC upon the deemed exercise of the Special Warrant Certificate, assuming the exercise of every Resulting Issuer Warrant issued and outstanding as of the completion of the Acquisition and the Maximum Financing (in this section, the " Maximum Deemed Exercise ").

(6) Represents the Resulting Issuer Shares reserved for issuance upon the Minimum Deemed Exercise which may become subject to the Value Securities Escrow Agreement.

(7) Represents the Resulting Issuer Shares reserved for issuance upon the Maximum Deemed Exercise which may become subject to the Value Securities Escrow Agreement.

The Company Shares set forth in the above-noted table will be held in escrow by the Escrow Agent, upon completion of the Acquisition, pursuant to the Value Securities Escrow Agreement.

Under the Value Securities Escrow Agreement and based on the security holdings set out above, the escrowed Company Shares will be released from escrow as follows:

Release Dates	Percentage of Total Escrowed Securities to be Released	Total Number of Escrowed Company Shares to be Released After the Acquisition	Total Number of Escrowed Company Shares to be Released After the Acquisition	Total Number of Escrowed Resulting Issuer Warrants to be Released
		Minimum Financing	Maximum Financing
Completion Date	10%	6,494,782	6,619,782	170,000
6 months after Completion Date	15%	9,742,174	9,929,673	255,000
12 months after	15%	9,742,174	9,929,673	255,000

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Release Dates	Percentage of Total Escrowed Securities to be Released	Total Number of Escrowed Company Shares to be Released After the Acquisition	Total Number of Escrowed Company Shares to be Released After the Acquisition	Total Number of Escrowed Resulting Issuer Warrants to be Released
		Minimum Financing	Maximum Financing
Completion Date
18 months after Completion Date	15%	9,742,174	9,929,673	255,000
24 months after Completion Date	15%	9,742,174	9,929,673	255,000
30 months after Completion Date	15%	9,742,174	9,929,673	255,000
36 months after Completion Date	15%	9,742,172	9,929,676	255,000
TOTAL:	100%	64,947,824	66,197,823	1,700,000

Note:

(1) It is also expected that any Resulting Issuer Shares that may be issued from time to time pursuant to the deemed exercise of the Special Warrant Certificate will be subject to the Value Securities Escrow Agreement and released in accordance with the above schedule. Assuming (i) the Minimum Financing, an additional 23,198,423 Resulting Issuer Shares may become subject to the Value Securities Escrow Agreement; and (ii) the Maximum Financing, an additional 24,548,424 Resulting Issuer Shares may become subject to the Value Securities Escrow Agreement.

General

Except as specifically provided for in CPC Escrow Agreement and the Value Securities Escrow Agreement, the Exchange's prior written consent must be obtained before a transfer within escrow of escrowed Company Shares. Generally, the Exchange will only permit a transfer within escrow to be made to incoming Principals in connection with a proposed Qualifying Transaction.

Where securities which are required to be held in escrow are held by a non-individual (a "holding company"), each holding company pursuant to the applicable escrow agreement, has agreed, or will agree, not to carry out any transactions during the currency of the escrow agreement which would result in a change of control of the holding company, without the consent of the Exchange. Any holding company must sign an undertaking to the Exchange that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities could reasonably result in a change of control of the holding company. In addition, the Exchange may require an undertaking from any control person of the holding company not to transfer the shares of that company.

The escrow agreements described above provide, inter alia , that all voting rights attached to escrowed securities shall be exercised by the registered holder of such securities.

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Hold Periods

Pursuant to the Escrow Policy, certain non-principal shareholders of World Copper Shares, upon exchange into Company Shares, will be subject to seed share resale restrictions ("SSRR"). SSRRs are Exchange hold periods of various lengths which apply where seed shares are issued to non-Principals by private companies at a price below the Transaction Price (as defined in Exchange Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions) . The terms of the SSRRs are based on the length of time such World Copper Shares have been held and the price at which such shares were originally issued. Such Company Shares will be issued with a restrictive legend that will implement a four-month hold period as follows:

Release Dates	Percentage of Total Company Shares Subject to the SSRR to Be Released	Total Number of Company Shares Subject to the SSRR to Be Released
Completion Date	20%	371,731
1 month after Completion Date	20%	371,731
2 months after Completion Date	20%	371,731
3 months after Completion Date	20%	371,731
4 months after Completion Date	20%	371,731
TOTAL:	100%	1,858,655

Auditor, Transfer Agent and Registrar

At the Closing, the auditor of the Resulting Issuer is expected to be Smythe LLP, Chartered Professional Accountants, 1700 – 475 Howe Street, Vancouver, British Columbia, V6C 2B3. The registrar and transfer agent of the common shares of the Resulting Issuer will continue to be Computershare Investor Services Inc., Suite 300, 510 Burrard Street, Vancouver, BC, V6C 3A8.

Sponsorship

Pursuant to Policy 2.2 Sponsorship and Sponsorship Requirements of the Exchange Policies, sponsorship is required in conjunction with a Qualifying Transaction unless an exemption from the sponsorship requirements is available. Pursuant to Section 3.4(a)(i) of Policy 2.2 of the Exchange Policies, the Company has applied for an exemption from the sponsorship requirement.

Experts

World Copper retained Hard Rock Consulting, LLC to prepare an independent Technical Report on the Escalones Property. The Escalones Technical Report is referenced at " Information Concerning World Copper - Material Mineral Project" .

Davidson & Company LLP, Chartered Professional Accountants, prepared the auditor's report for the audited annual financial statements of the Company for the years ended July 31, 2020 and July 31, 2019, which are attached as Schedule "A" hereto. Davidson & Company, Chartered Accountants, the Company's auditor, is independent in accordance with the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

Smythe LLP, Chartered Professional Accountants, prepared the auditor's report for the audited annual financial statements of World Copper for the year ended December 31, 2019 and from incorporation on December 3, 2018 to December 31, 2018, and for the nine months ended September 30, 2019 and September 30, 2020, which is attached as Schedule "C" hereto.

Except as set out below, to the knowledge of the Company and World Copper, none of the experts above or their respective Associates or Affiliates, beneficially owns, directly or indirectly, any securities of the Company or World

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Copper, has received or will receive any direct or indirect interests in the property of the Company or World Copper or is expected to be elected, appointed or employed as a director, officer or employee of the Company or any Associate or Affiliate thereof.

Other Material Facts

To the knowledge of management of the Company and World Copper, there are no other material facts relating to the Company, World Copper, the Resulting Issuer or the Acquisition that are not otherwise disclosed in this Filing Statement and are necessary in order for the Filing Statement to contain full, true and plain disclosure of all material facts relating to the Company, World Copper and the Resulting Issuer, assuming completion of the Acquisition.

Board Approval

The board of directors of each of the Company and World Copper has approved this Filing Statement. Where information contained in this Filing Statement rests particularly within the knowledge of a person other than the Company or World Copper, the Company and World Copper have relied upon information furnished by such person.

LC271438-1

SCHEDULE "A"

FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEARS ENDED JULY 31, 2020 AND JULY 31, 2019 (AUDITED)

See attached.

LC271077-1

ALLANTE RESOURCES LTD.

FINANCIAL STATEMENTS

July 31, 2020

(Expressed in Canadian Dollars)

DRAFT

LC246639-1

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Allante Resources Ltd.

Opinion

We have audited the accompanying financial statements of Allante Resources Ltd. (the “Company”), which comprise the statements of financial position as at July 31, 2020 and 2019, and the statements of loss and comprehensive loss, changes in shareholders’ deficiency, and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

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 Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the DRAFT 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 2 of the financial statements, which indicates that the Company has incurred significant losses to date and has a working capital deficiency. As stated in Note 2, these events and conditions 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.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

LC246639-1

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 Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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: DRAFT

Identify and assess the risks of material misstatement of the 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.
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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

LC246639-1

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.

The engagement partner on the audit resulting in this independent auditor’s report is Guy Thomas.

“DAVIDSON & COMPANY LLP”

Vancouver, Canada August 21, 2020

Chartered Professional Accountants

DRAFT

LC246639-1

ALLANTE RESOURCES LTD. STATEMENTS OF FINANCIAL POSITION

As at

			July 31,		July 31,
	Note		2020		2019
ASSETS
Current assets
Cash		$	60	$	276
TOTAL ASSETS		$	60	$	276
LIABILITIES
Accounts payable and accruedliabilities	4, 8	$	426,647	$	373,474
SHAREHOLDERS’ DEFICIENCY
Share capital	5		1,150,701		1,150,701
Share-based payments reserve			109,725		109,725
Deficit			(1,687,013)		(1,633,624)
DRAFT TOTALSHAREHOLDERS’ DEFICIENCY			(426,587)		(373,198)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY		$ 60		$276

Continuance of operations (Note 2) Proposed transaction (Note 9)

On behalf of the Board:

“Joe DeVries” Director “Ron Hughes” Director

See accompanying notes to the financial statements

LC246639-1

ALLANTE RESOURCES LTD. FOR THE YEARS ENDED JULY 31

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

	Note	2020	2019
EXPENSES
Office and miscellaneous	8	$ 34,076	$ 36,684
Professional fees		8,372	13,178
Transfer agent and filing fees		10,941	13,842
Travel		-	1,514
LOSS AND COMPREHENSIVE LOSS		$ (53,389)	$ (65,218)
Basic and diluted loss per share		$ (0.02)	$ (0.02)
Weighted average number of common shares	3	3,167,267	3,167,267
outstanding

DRAFT

See accompanying notes to the financial statements

LC246639-1

ALLANTE RESOURCES LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

	Share capital Number of shares Amount Share-based paymentsreserve Deficit Total
Balance at July 31, 2018 Loss for the year	4,000,600 $ 1,150,701 $ 109,725 $ (1,568,406) $ (307,980) - - - (65,218) (65,218)
Balance at July 31, 2019 Lossforthe year	4,000,600 $ 1,150,701 $ 109,725 $ (1,633,624) $ (373,198) - - - (53,389) (53,389)
Balance at July 31, 2020	4,000,600 $ 1,150,701 $ 109,725 $ (1,687,013) $ (426,587)

DRAFT

See accompanying notes to the financial statements

LC246639-1

ALLANTE RESOURCES LTD. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31

	2020	2019
CASH FLOWS FOR OPERATING ACTIVITIES
Loss for the year	$ (53,389)	$ (65,218)
Net change in non-cash working capital accounts:
Increaseinaccounts payable and accruedliabilities	53,173	65,427
Net cashprovided by (usedin) operating activities	(216)	239
Increase (decrease) in cash during the year	(216)	239
Cash, beginning of year	276	37
Cash, end ofyear	$ 60	$276

There were no significant non-cash transactions during the years ended July 31, 2020 and 2019.

DRAFT

See accompanying notes to the financial statements

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

1. NATURE OF OPERATIONS

Allante Resources Ltd. (“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 (“TSX-V”) Policy 2.4. On March 7, 2007, the Company’s shares began trading on the TSX-V, and on February 3, 2010, the Company’s shares were moved to the NEX board where they trade under the symbol ALL.H.

The head office, the principal address, and the registered and records office of the Company are located at 303-595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities.

2. CONTINUANCE OF OPERATIONS

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

The Company’s continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses, which would be a “Qualifying Transaction”. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval.

The Company has incurred significant losses to date. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification DRAFT of liabilities that might be necessary should the Company be unable to continue in existence. These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning they will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. At July 31, 2020, the Company had a working capital deficiency and a deficit. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

The Company plans to complete a Qualifying Transaction and raise capital through the issuance of common shares. The outcome of completing any Qualifying Transaction cannot be determined.

On June 7, 2019, the Company entered into a binding letter agreement (“Agreement”) with World Copper Ltd. (formerly Wealth Copper Ltd., “World Copper”) to combine their respective business. On February 28, 2020, the Company entered into a share exchange agreement with World Copper (Note 9).

In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, a global pandemic which has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in the future.

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

3. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance

These financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

These financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars unless otherwise noted.

These financial statements were authorized for issuance on August 21, 2020 by the directors of the Company.

Basis of preparation

Significant accounting judgments, estimates and assumptions

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously 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. However, actual outcomes can differ from these estimates.

Areas requiring a significant degree of estimation and judgment relate to the determination of deferred tax assets. Actual results may differ from those estimates and judgments.

DRAFT

Loss per share

The Company computes the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on loss per common share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the periods presented, this calculation proved to be anti-dilutive.

Basic loss per common share is calculated using the weighted average number of shares outstanding during the period. The 833,333 shares held in escrow as of July 31, 2020 have been excluded from the weighted average number of shares because they are contingently returnable.

Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

3. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

Income taxes (continued)

Deferred income tax:

Deferred income tax is provided based on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Financial Instruments

(i) Classification

The Company classifies its financial instruments in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL.

DRAFT

For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Cash is classified as FVTPL and accounts payable and accrued liabilities is classified as amortized cost.

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed profit or loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise.

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

3. SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued)

IFRS 9 Financial Instruments (continued)

(iii) Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, DRAFT in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

New accounting standards, interpretations and amendments adopted

The Company has adopted IFRS 16 Leases from August 1, 2019. The effect of initially applying this standard did not have an impact on the Company’s financial statements.

New accounting standards, interpretations and amendments not yet effective

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a material impact on the Company’s financial statements.

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	July 31, 2020	July 31, 2019
Accounts payable (Note 8)	$ 399,107	$ 360,594
Accruedliabilities	27,540	12,880
	$426,647	$ 373,474

5. SHARE CAPITAL

Authorized – Unlimited common shares without par value, special rights or restrictions attached.

As of July 31, 2020, and July 31, 2019, the Company has 833,333 of the issued shares held in escrow. These escrow shares may not be transferred, assigned or otherwise dealt with without the consent of the regulatory authorities.

If the Company does not complete a Qualifying Transaction, the escrowed shares will not be released from escrow and if the Company is de-listed, the shares will be cancelled.

6. WARRANTS AND OPTIONS

Stock options

The Company adopted a stock option plan (“Plan”) whereby it can grant options to directors, officers, employees, and technical consultants of the Company. The maximum number of shares that may be reserved for issuance under the Plan is limited to 10% of the issued common shares of the Company prior to completion of a Qualifying Transaction. Vesting will be determined by the board of directors.

DRAFT There were no stock options granted during the years ended July 31, 2020 and 2019 and no stock options outstanding during the years then ended.

Warrants

At July 31, 2020 and 2019, there were no warrants outstanding.

7. FINANCIAL RISK MANAGEMENT

The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. This risk is managed by using a major bank that is a high credit quality financial institution as determined by rating agencies.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company's ability to continue as a going concern is dependent on management's ability to raise required funding through future equity issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments. The Company is exposed to liquidity risk.

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

7. FINANCIAL RISK MANAGEMENT (continued)

Currency risk

The Company is not currently exposed to significant foreign currency risk.

Capital Management

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The Company considers the items included in shareholders’ deficiency as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities or return capital to its shareholders. The Company is not exposed to externally imposed capital requirements. There have been no changes to the Company’s management of capital for the years presented.

Classification of financial instruments

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount, due to their short-term nature.

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.DRAFT

The Company’s only financial asset is cash with a fair value measured at Level 1 hierarchy.

The carrying value of accounts payable and accrued liabilities approximates the fair values because of the short-term nature of these instruments.

8. RELATED PARTY TRANSACTIONS

During the year ended July 31, 2020, the Company accrued $31,500 (2019 - $31,500) for rent, office and other administration costs recorded in office and miscellaneous with a company controlled by the President of the Company. Included in accounts payable and accrued liabilities at July 31, 2020 was $301,615 (July 31, 2019 - $265,298) owing to this Company and $5,093 (July 31, 2019 - $5,093) owing to the President.

9. PROPOSED TRANSACTION

On February 28, 2020, the Company entered into a Share Exchange Agreement, as amended on April 30, 2020 (the “Agreement”) with World Copper, and the shareholders of World Copper, pursuant to which the Company will acquire all of the issued and outstanding common shares in the capital of World Copper.

The transaction will take place by way of a share exchange and, upon closing, the Company will issue common shares to the shareholders of World Copper, in exchange for World Copper shares on a one-toone basis. The transaction will result in the reverse take-over of the Company and is the Company’s “qualifying transaction” under applicable TSX-V policies. A concurrent financing is being undertaken of at least $5,000,000.

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

9. PROPOSED TRANSACTION (continued)

World Copper has an interest in the Escalones copper-gold porphyry project located in the Santiago Metropolitan Region, in Central Chile, (i) a portion of which is covered by exploitation concessions that are the subject of an option agreement between an indirect, wholly-owned subsidiary of World Copper, and a third-party vendor for a 100% interest in and to the concessions and (ii) a portion of which is covered by exploration concessions, owned by the subsidiary. Minerals produced from the Escalones project are subject to net smelter returns royalties.

In addition, World Copper (through its wholly-owned Chilean subsidiary) holds an option for the acquisition of a 100% interest in mineral exploration concessions that comprise the Cristal copper porphyry project located in northern Chile. Provided that World Copper exercises the option, then World Copper and a previous holder of the Cristal option will enter into joint venture agreement, whereby World Copper will hold an initial 70% interest in the Cristal Property. Minerals produced from the Cristal Property are subject to net smelter returns royalties.

The transaction has not yet closed and is subject to the acceptance of the TSX-V and the provisions of the Agreement.

10. INCOME TAXES

The reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		2020	2019
Lossforthe yearbeforeincome taxes	DRAFT	$ (53,389)	$ (65,218)
Expected income tax (recovery)		$ (14,000)	$ (18,000)
Change in statutory rate and other		-	1,000
Changeinunrecognized deductible temporary	differences	14,000	17,000
Total income tax recovery		$-	$-

The nature of the tax effects of the temporary differences and tax loss carry forwards giving rise to the deferred tax assets are as summarized below:

	2020	2019
Deferred income tax assets:
Property and equipment	$ 28,000	$ 28,000
Non-capital loss carry-forwards	363,000	349,000
Net capital losses	37,000	37,000
Unrecognized taxassets	$428,000	$414,000

LC246639-1

ALLANTE RESOURCES LTD. NOTES TO THE FINANCIAL STATEMENTS July 31, 2020 and 2019

10. INCOME TAXES (continued)

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the statement of financial position are as follows:

		Expiry Date		Expiry Date
	2020	Range	2019	Range
Temporary Differences:
		No expiry		No expiry
Property and equipment	104,000	date	104,000	date
		No expiry		No expiry
Allowable capital losses	137,000	date	137,000	date
Non-capital losses availablefor future period	1,343,000	2026 to2040	1,292,000	2026 to2039

DRAFT

LC246639-1

SCHEDULE "B"

MD&A OF THE COMPANY FOR THE YEARS ENDED JULY 31, 2020 AND JULY 31, 2019

See attached.

LC271077-1

ALLANTE RESOURCES LTD. MANAGEMENT DISCUSSION AND ANALYSIS YEAR ENDED JULY 31, 2020

OVERVIEW

The following management discussion and analysis (“MDA”), prepared on August 21, 2020, should be read in conjunction with the audited financial statements for the year ended July 31, 2020. All amounts are stated in Canadian dollars unless otherwise indicated. These financial statements together with this MDA are intended to provide investors with a reasonable basis for assessing the financial performance of Allante Resources Ltd. (“Company”).

The head office, the principal address, and the registered and records office of the Company are located at 303595 Howe Street, Vancouver, British Columbia, Canada, V6C 2T5.

During the year ended July 31, 2019, the Company adopted IFRS 16. Details of the adoption of IFRS 16 and its impact on the Financial Statements are presented in Note 3 to the Financial Statements.

Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional information related to the Company is available for view on SEDAR at www.sedar.com or by requesting further information from the Company’s head office in Vancouver.

DESCRIPTION OF BUSINESS

The Company was incorporated under the Business Corporations Act (British Columbia) on June 16, 2006 and DRAFT was classified as a Capital Pool Company as defined in the TSX Venture Exchange (“TSX-V”) Policy 2.4. The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities of its Qualifying Transaction (“QT”). On March 7, 2007, the Company’s shares began trading on the TSX Venture Exchange, and on February 3, 2010 the Company’s shares were moved to the NEX board.

The transaction will take place by way of a share exchange and, upon closing, the Company will issue common shares to the shareholders of World Copper, in exchange for World Copper shares on a one-to-one basis. The transaction will result in the reverse take-over of the Company and is the Company’s “qualifying transaction” under applicable TSX-V policies. A concurrent financing is being undertaken of at least $5,000,000.

The transaction has not yet closed and is subject to the acceptance of the TSX-V and the provisions of the Agreement.

RESULTS OF OPERATIONS

For the year ended July 31, 2020, the Company recorded a net loss of $53,389 (2019 - $65,218). At July 31, 2020, the Company had no continuing source of operating revenues or related expenditures.

The Company has not paid any dividends on its common shares and has no present intention of paying dividends, as it anticipates that all available funds for the foreseeable future will be used to finance its business activities.

SELECTED ANNUAL INFORMATION

	Years ended July 31,
	2020 -$- 2019 -$- 2018 -$-
Net loss Loss per share Total assets Total deficiency	(53,389) (65,218) (56,898) (0.02) (0.02) (0.02) 60 276 37 (426,587) (373,198) (307,980)

YEAR ENDING JULY 31, 2020

For the year ended July 31, 2020, the Company had no revenues and had a loss of $53,389 (2019 - $65,218). As a result of managements efforts to minimize costs while working to complete the Qualifying Transaction, in the current year, the areas of decrease were primarily professional fees of $8,372 (2019 - $13,178), and transfer DRAFT agent filing fees of $10,941 (2020 - $13,842) due to timing of the Company’s annual general meeting.

The Company continues to seek opportunities to complete its Qualifying Transaction. Due to its current negative working capital position, the Company expects that it will need to raise capital through share issuances.

YEAR ENDING JULY 31, 2019

For the year ended July 31, 2019, the Company had no revenues and had a loss of $65,218 (2018 - $56,898). Areas of increase include professional fees of $13,178 (2018 - $6,913), and travel to $1,514 (2018 - $nil). The increases are due to increases in cost and utilization of these services in connection to the Company’s initiation of a prospective QT.

The Company continued to seek opportunities to complete its Qualifying Transaction. Due to its negative working capital position, the Company expects that it will need to raise capital through share issuances.

SUMMARY OF QUARTERLY FINANCIAL RESULTS

The following is a summary of selected financial information compiled from the quarterly interim unaudited financial statements for eight quarters ending July 31, 2020:

	Three months ended
	July 31, 2020 -$- April 30, 2020 -$- January 31, 2020 -$- October 31, 2019 -$-
Total assets Working deficiency Shareholders’ deficiency Net loss for the period Loss per share	60 128 1,827 196 (426,587) (412,191) (399,280) (384,827) (426,587) (412,191) (399,280) (384,827) (14,397) (12,910) (14,453) (11,629) (0.00) (0.00) (0.00) (0.00)
	Three months ended July 31, 2019 -$- April 30, 2019 -$- January 31, 2019 -$- October 31, 2018 _-$ _
Total assets Working deficiency Shareholders’ deficiency Net loss for the period Loss pershare	276 355 163 63 (373,198) (351,790) (336,489) (321,678) (373,198) (351,790) (336,489) (321,678) (21,408) (15,301) (14,811) (13,698) (0.00) (0.00) (0.00) (0.00)

DISCUSSION

The Company’s usage of services was generally commensurate across the two comparative fiscal years; however, the timing of utilization of those applicable services varied. Given the Company is in the business of looking for a qualifying transaction, and based on the level of activity, further analysis of quarterly fluctuations does not provide meaningful information. DRAFT

YEAR ENDING JULY 31, 2020

In the year ending July 31, 2020, the Company had no revenues and had a loss of $53,389 (2019 - $65,218). There were decreases in professional fees of $8,372 (2019 - $13,178) due to utilization of services in the current year and transfer agent filing fees decreased to $10,941 (2019 - $13,842) is due to the timing of expenses related to the Company’s AGM incurred in the prior year, where there are none incurred the current year.

Expenses in the comparative years were commensurate with utilization of services in the comparative years, with minimal variances and none of significance noted.

THREE MONTHS ENDING JULY 31, 2020

In the three months ending July 31, 2020, the Company had no revenues and had a loss of $14,397 (2019 - $21,408). Expenses in the comparative periods were commensurate with utilization of services in the comparative periods, with minimal variance. The decrease in professional fees to $1,837 (2019 - $5,426) is due to timing issues of invoices and is commensurate with the usage of services in the representative period.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations to date through the issuance of common shares. The Company continues to seek capital through various means which may include the issuance of equity and/or debt.

Net cash used in operating activities for the year ended July 31, 2020 was $216 (2019 – $239, provided by).

The Company has a working capital deficiency at July 31, 2020 of $426,587 (July 31, 2019 - $373,198). The Company has a history of successful equity financings, but there can be no assurance of successfully completing future financings or a Qualifying Transaction. The Company will need to raise further capital to

continue operations and complete its Qualifying Transaction and Management is actively seeking such opportunities.

RELATED PARTY TRANSACTIONS

During the year ended July 31, 2020, the Company accrued $31,500 (2019 - $31,500) for rent, office and other administration costs recorded in office and miscellaneous with a company controlled by the President of the Company, Joe DeVries. Included in accounts payable and accrued liabilities at July 31, 2020 was $301,615 (July 31, 2019 - $265,298) owing to this company and $5,093 (July 31, 2019 - $5,093) owing to the President.

FINANCIAL RISK MANAGEMENT

The Company is exposed to minimal financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Liquidity risk

Interest rate risk

The Company is not currently exposed to significant interest rate risk.

Capital Management

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern such that it can provide returns for shareholders and benefits for other stakeholders. The Company considers the items included in shareholders’ equity as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares, sell assets to settle liabilities or return capital to its shareholders. The Company is not exposed to externally imposed capital requirements.

Currency risk

The Company is not currently exposed to significant foreign currency risk.

Classification of financial instruments

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount due to their short-term nature.

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 only financial asset is cash with a fair value measured at Level 1 hierarchy.

ADDITIONAL INFORMATION

Off-Balance Sheet Arrangements

As at July 31, 2020 and up to the current date, the Company had no off-balance sheet arrangements.

Legal proceedings

As at the current date management was not aware of any legal proceedings involving the Company.

Outstanding Share Data

As at July 31, 2020 and the current date, the Company has 4,000,600 common shares outstanding, and 833,333 of the issued shares held in escrow.

Stock options

As at July 31, 2020, and the current date, there are no stock options outstanding.

Warrants

As at July 31, 2020, and the current date, there are no warrants outstanding.

Contingent liabilities

As at July 31, 2020 and up to the current date management was not aware of any outstanding contingent DRAFT liabilities relating to the Company’s activities.

Any forward-looking information in this MDA is based on the conclusions of management. The Company cautions that due to risks and uncertainties, actual events may differ materially from current expectations. With respect to the company’s operations, actual events may differ from current expectations due to economic conditions, new opportunities, changing budget priorities of the company, and other factors.

CAPITAL DISCLOSURE

The Company manages its capital structure and makes adjustments to it based on the funds available to the Company, in order to support the acquisition of a new business. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to acquire and sustain future development of a business. 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 were no changes in the Company’s approach to capital management during the year ended July 31, 2020. The Company is not subject to externally imposed capital requirements.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's financial statements and the other financial information included in this management report are the responsibility of the Company's management, and have been examined and approved by the Board of Directors. The financial statements were prepared by management in accordance with IFRS and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities. The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of a majority of non-management directors.

This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. In order to do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

DIRECTORS

Certain directors of the Company are also directors, officers and/or shareholders of other companies. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required to act in good faith with a view to the best interests of the Company and to disclose any interest which they may have in any project opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any directors in a conflict will disclose their interests and abstain from voting in such matters. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

DRAFT

SCHEDULE "C"

CONSOLIDATED FINANCIAL STATEMENTS OF WORLD COPPER FOR THE YEAR ENDED DECEMBER 31, 2019 AND FROM INCORPORATION ON DECEMBER 3, 2018 TO DECEMBER 31, 2018 AND CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019.

See attached.

LC271077-1

WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration Stage Company)

AMENDED CONSOLIDATED FINANCIAL STATEMENTS

Expressed in Canadian Dollars

FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM INCORPORATION ON DECEMBER 3, 2018 TO DECEMBER 31, 2018

LC270873-1

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INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF WORLD COPPER LTD. (FORMERLY WEALTH COPPER LTD.)

Opinion

We have audited the amended consolidated financial statements of World Copper Ltd. (the "Company"), which comprise:

 the amended consolidated statement of financial position as at December 31, 2019 and 2018;
 the amended consolidated statement of loss and comprehensive loss for the year ended December 31, 2019 and the period from incorporation on December 3, 2018 to December 31, 2018;
 the amended consolidated statement of changes in shareholders’ equity for the year ended December 31, 2019 and the period from incorporation on December 3, 2018 to December 31, 2018;
 the amended consolidated statement of cash flows for the year ended December 31, 2019 and the period from incorporation on December 3, 2018 to December 31, 2018; and
 the notes to the amended consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying amended consolidated financial statements present fairly, in all material respects, the amended consolidated financial position of the Company as at December 31, 2019 and 2018, and its amended consolidated financial performance and its amended consolidated cash flows for the year ended December 31, 2019 and period from incorporation on December 3, 2018 to December 31, 2018 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Amended Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the amended 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 audit 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 amended consolidated financial statements, which indicates that the Company has an accumulated deficit of $681,791 as at December 31, 2019. The Company is currently unable to self-finance operations, has limited resources, no source of operating cash flow, and no assurances that sufficient funding will be available to conduct further exploration and development of its exploration and evaluation assets. As stated in Note 1, these events or conditions, along with other matters as set forth 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.

Other Information

Management is responsible for the other information. The other information comprises the Management's Discussion & Analysis filed with the relevant Canadian securities commissions.

Our opinion on the amended consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the amended 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 amended consolidated financial statements or our knowledge obtained in the audit, and remain alert for indications that the other information appears to be materially misstated.

We obtained the Management’s Discussion & Analysis prior to the date of this auditors' report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditors' report. We have nothing to report in this regard.

Vancouver 1700 – 475 Howe St Vancouver, BC V6C 2B3 T: 604 687 1231

F: 604 688 4675

Langley Nanaimo 305 – 9440 202 St 201 – 1825 Bowen Rd Langley, BC V1M 4A6 Nanaimo, BC V9S 1H1 T: 604 282 3600 T: 250 755 2111 F: 604 357 1376 F: 250 984 0886

LC270873-1

Smythe LLP | smythecpa.com

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Other Matter

The amended consolidated financial statements which we originally reported on June 26, 2020 were amended to present the period ended December 31, 2018, and updated for the disclosure in Note 3 related to the acquisition of TMI. Our opinion is not modified with respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Amended Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the amended consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of amended consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the amended 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.

Auditors' Responsibilities for the Audit of the Amended Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the amended consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 amended 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 amended 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.
 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 auditors' report to the related disclosures in the amended 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 auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Vancouver Langley Nanaimo 1700 – 475 Howe St 305 – 9440 202 St 201 – 1825 Bowen Rd Vancouver, BC V6C 2B3 Langley, BC V1M 4A6 Nanaimo, BC V9S 1H1 T: 604 687 1231 T: 604 282 3600 T: 250 755 2111 F: 604 688 4675 F: 604 357 1376 F: 250 984 0886

LC270873-1

Smythe LLP | smythecpa.com

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Evaluate the overall presentation, structure and content of the amended consolidated financial statements, including the disclosures, and whether the amended consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the amended consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

The engagement partner on the audit resulting in this independent auditors' report is Sukhjit Gill.

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Chartered Professional Accountants

Vancouver, British Columbia November 27, 2020

LC270873-1

Smythe LLP | smythecpa.com

WORLD COPPER LTD. (formerly Wealth Copper Ltd.)

AMENDED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Expressed in Canadian Dollars As at

Notes ASSETS Current Cash Receivables Exploration and evaluation assets 4 Total Assets	December 31, 2019 December 31, 2018 $ 166,712 $ 1 9,961 -
	176,673 - 4,053,019 -
	$ 4,229,692 $ 1
LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities 6 Loans payable 3 Due to third party 3 Due to related parties 6 Shareholders' Equity Capital stock 5 Deficit Total Liabilities and Shareholder’s Equity	$ 283,083 $ - 150,000 - 921,658 - 217,741 -
	1,572,482 -
	3,339,001 1 (681,791) -
	2,657,210 1
	$ 4,229,692 $ 1

On behalf of the Board:

(Signed)“Hendrik Van Alphen”	(Signed)“Matias Herrero”
Hendrik Van Alphen, Director	Matias Herrero, Director

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

LC270873-1

WORLD COPPER LTD. (formerly Wealth Copper Ltd.)

AMENDED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS Expressed in Canadian Dollars

Notes	Year ended December 31, 2019 For the period from incorporation on December 3, 2018 to December 31, 2018
EXPENSES Consulting 5 Exploration and evaluation 4 Filing fees Foreign exchange loss Office and miscellaneous Professional fees Shareholder communications Travel Loss and comprehensive loss for theperiod	$ 183,566 $ - 97,023 - 11,311 - 20,528 - 29,448 - 282,991 - 45,956 - 10,968 -
	$ (681,791) $ -
Basic and diluted lossper common share	$ (0.03) $ -
Weighted average number of common shares outstanding	23,187,867 1

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

LC270873-1

WORLD COPPER LTD. (formerly Wealth Copper Ltd.) AMENDEDCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Expressed in Canadian Dollars

For the year ended December 31, 2019 and period from incorporation on December 3, 2018 to December 31, 2018

	Number of shares	Capital stock		Deficit		Total
December 3, 2018 (date of incorporation) and December 31, 2018	1 $	1	$	-	$	1
Subdivision of shares	24,999,999	-		-		-
Shares issued - acquisition of TMI Group	25,000,000	2,500,000		-		2,500,000
Shares issued - acquisition of mineral properties	500,000	25,000		-		25,000
Shares issued - private placement	8,140,000	814,000		-		814,000
Loss for theperiod	-	-		(681,791)		(681,791)
December 31, 2019	58,640,000 $	3,339,001	$	(681,791)	$	2,657,210

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

WORLD COPPER LTD. (formerly Wealth Copper Ltd.) AMENDED CONSOLIDATEDS STATEMENT OF CASH FLOWS Expressed in Canadian Dollars

WORLD COPPER LTD. (formerly Wealth Copper Ltd.) AMENDED CONSOLIDATEDS STATEMENT OF CASH FLOWS Expressed in Canadian Dollars
	Year ended December 31, 2019 For the period from incorporation on December 3, 2018 to December 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period Changes in non-cash working capital items: Receivables Prepaid expense Due to related parties Accounts payable and accrued liabilities Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITY Net cash payments on acquisition of TMI Group Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITY Proceeds from issuance of shares Net cash provided by financing activity Change in cash for the period Cash, beginning of period Cash, end ofperiod	$ (681,791) $ - (9,961) - (2,329) - (113,920) - 230,764 -
	(577,237) -
	(70,052) -
	(70,052) -
	814,000 1
	814,000 1
	166,711 1 1 -
	$ 166,712 $ 1

Significant non-cash financing and investing transactions during the year ended December 31, 2019 included:

i) Shares issued for TMI Group and exploration and evaluation assets of $2,525,000. ii) Due to TriMetals for acquisition costs of $921,658. iii) Due to third party for TriMetals deposit of $150,000.
iv) Due to Wealth Minerals of $66,547 relating to exploration and evaluation costs.

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

LC270873-1

WORLD COPPER LTD. (formerly Wealth Copper Ltd.) NOTES TO THE AMENDED CONSOLIDATED FINANCIAL STATEMENTS Expressed in Canadian Dollars For the year ended December 31, 2019 and period from incorporation on December 3, 2018 to December 31, 2018.

1. NATURE OF OPERATIONS AND GOING CONCERN

World Copper Ltd. (the “Company”, “World Copper”) was incorporated under the Business Corporations Act (British Columbia) on December 3, 2018. On December 19, 2018, the Company changed its name from 1188893 B.C. Ltd. to Wealth Copper Ltd. On July 16, 2020, the Company changed its name from Wealth Copper Ltd. to World Copper Ltd. The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of precious metal resources in Chile. The Company’s head office and records office are located at #2300 - 1177 W Hastings St., British Columbia, V6E 2K3, Canada.

Several adverse conditions cast significant doubt on the validity of this assumption. The Company incurred an operating loss of $681,791 during the year ended December 31, 2019. The Company is currently unable to self-finance operations, limited resources, no source of operating cash flow, and no assurances that sufficient funding will be available to conduct further exploration and development of its exploration and evaluation assets.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company’s ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to complete the development of its exploration and evaluation assets and future profitable production or proceeds from disposition of those exploration and evaluation assets.

The Company does not generate sufficient cash flow from operations to adequately fund its activities and has therefore 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 amended consolidated financial statements do not include any adjustments to the carrying amount 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These amended 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”). 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. These amended consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. These amended consolidated financial statements are presented in Canadian dollars unless otherwise noted.

The amended consolidated financial statements of the Company for the year ended December 31, 2019 and for the period from incorporation on December 3, 2018 to December 31, 2018 were approved for issuance by the Board of Directors on November 27, 2020.

Functional and presentation currency

These amended consolidated financial statements are presented in Canadian dollars, which is the functional currency of World Copper, while its subsidiaries’ functional currency is Chilean Soles.

LC270873-1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Basis of consolidation

These amended 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 amended consolidated financial statements from the date that control commences until the date that control ceases. All significant intercompany transactions and balances have been eliminated.

World Copper is a subsidiary of Wealth Minerals Ltd. (“Wealth Minerals”) The amended consolidated financial statements include the accounts of the Company and its subsidiaries listed in the following table:

	Country of	Principal	Effective
	Incorporation	Activity	interest at
			December 31,
			2019
SASC Metallurgy Corp. (“SASC”)	Canada	Mineral exploration	100%
Escalones Copper Corp. (“Escalones”)	Canada	Mineral exploration	100%
TriMetals Mining Chile SCM (“TriMetals	Chile	Mineral exploration	100%
Mining”)
World Copper Chile SpA	Chile	Mineral exploration	100%

The amended consolidated financial statements include the accounts of SASC, Escalones, and TriMetals Mining from the acquisition date on September 25, 2019, and World Copper Chile.

Critical estimates, judgments and assumptions

The preparation of the Company’s amended 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 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:

Acquisition of SASC, Escalones and TriMetals (collectively “TMI group”)

The Company's acquisition of TMI Group has been determined to be an asset acquisition as TMI Group does not meet the definition of a business under IFRS 3 – Business Combinations. As a result, the acquisition of TMI Group has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on relative fair values.

Significant Judgments

Going concern - The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

LC270873-1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Impairment of exploration and evaluation assets - Assets or cash-generating units (“CGUs”) are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company’s mineral properties.

In respect of costs incurred for its mineral properties, management has determined that the evaluation, development and related costs incurred, which have been capitalized, continue to be appropriately recorded on the statements of financial position at its carrying value as management has determined there are no indicators of impairment for its mineral properties as at December 31, 2019.

The recognition of deferred income tax assets - The Company has not recognized a deferred tax asset as management believes that it is not probable that taxable profit will be available against which a deductible temporary difference can be utilized.
The determination of asset versus business acquisition - Management has had to apply judgement relating to acquisitions with respect to whether the acquisition was a business combination or an asset acquisition. Management applied a three-element process to determine whether a business or asset was purchased, considering inputs, processes and outputs of the acquired entity in order to reach a conclusion.
The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency when changes in circumstances may affect the primary economic environment.

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.

Financial assets measured at amortized costs

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 the such financial assets, is to hold the assets in order to collect contractual cash flows.
The contractual terms 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 other comprehensive income (“FVTOCI”)

A financial asset measured at fair value through other comprehensive income is recognized initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, the asset is measured at fair value with changes in fair value recognized in other comprehensive income.

LC270873-1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Financial assets measured at fair value through profit or loss (“FVTPL”)

A financial asset measured at fair value through profit or loss 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.

The Company derecognizes a financial asset if the contractual rights to the cash flows from the asset expire, or the Company transfers substantially all the risks and rewards of ownership of the financial asset. Any interests in transferred financial assets that are created or retained by the Company are recognized as a separate asset or liability. Gains and losses on derecognition are generally recognized in profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

The Company has classified its cash at fair value through profit and loss.

Financial liabilities

Financial liabilities are classified as amortized cost, based on the purpose for which the liability was incurred. These liabilities are initially recognized at fair value net of any transaction costs directly attributable to the issuance of the instrument and subsequently carried at amortized cost using the effective interest rate method. This ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs and premiums payable on redemptions, as well as any interest or coupon payable while the liability is outstanding.

Accounts payables represent liabilities for goods and services provided to the Company prior to the end of the period which are unpaid. Accounts payable amounts are unsecured and are usually paid within forty-five days of recognition.

As at December 31, 2019, the Company’s financial liabilities are comprised of accounts payable, accrued liabilities, due to related parties and loans payable.

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the statement of financial position liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

LC270873-1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Exploration and evaluation assets

Upon acquiring the legal right to explore, all costs related to the acquisition, exploration and evaluation of exploration and evaluation assets are capitalized by property. If economically recoverable reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, all related costs are written off to operations. If, after management review, it is determined that the carrying amount of an exploration and evaluation asset is impaired, that property is written down to its estimated net realizable value. An exploration and evaluation asset is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The amounts shown for exploration and evaluation assets do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

Impairment of Non-Current Assets

At each reporting date, the Company reviews the carrying amounts of its tangible assets to determine whether there are any indications of impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit (“CGU”) to which the asset belongs. The recoverable amount is determined as the higher of fair value less direct costs to sell and the asset’s value in use. In assessing value in use, the estimated future cash flows are discounted to their present value. Estimated future cash flows are calculated using estimated recoverable reserves, estimated future commodity prices, and the expected future operating and capital costs. The pre-tax discount rate applied to the estimated future cash flows reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted.

If the carrying amount of an asset or CGU exceeds its recoverable amount, the carrying amount of the asset or CGU is reduced to its recoverable amount through an impairment charge to the statement of loss and comprehensive loss.

Assets that have been impaired are tested for possible reversal of the impairment whenever events or changes in circumstance indicate that the impairment may have reversed. When an impairment subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation, depletion and amortization) had no impairment loss been recognized for the asset or CGU in prior periods. A reversal of impairment is recognized as a gain in the statement of loss and comprehensive loss.

Provisions

Provisions for environmental restoration, restructuring costs and legal claims are recognized when: the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

LC270873-1

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Loss per share

The Company presents basic loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to options, warrants and similar instruments is computed by assuming that outstanding options, warrants and similar instruments were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Common shares

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's common shares are classified as equity instruments.

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Foreign currency translation

The Company’s reporting currency and the functional currency of all its operations is the Canadian Dollar as this is the principal currency of the economic environment in which the Company operates. The functional currency determination was conducted through an analysis of consideration factors identified in IAS 21, The Effect of Changes in Foreign Exchange Rates .

Transactions in foreign currencies are translated at the exchange rate in effect at the date of the transaction. Foreign denominated monetary assets and liabilities are translated to their Canadian Dollar equivalents using foreign exchange rates prevailing at the financial position reporting date. Exchange gains or losses arising on foreign currency translation are reflected in profit or loss.

Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

LC270873-1

3. 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 TriMetals Mining Inc. (Canada). As consideration, the Company issued (i) 25,000,000 common shares valued at $2,500,000, (ii) granted to Escalones Resource Corp. (“ERC”) a 2% net smelter returns royalty on the Escalones exploration concessions (which is in addition to an existing 2% net smelter returns royalty on the Escalones exploitation concessions), (iii) paid $150,000, and (iv) is required to pay ERC $350,000 upon closing of a private placement that is concurrent with a going public financing and pay $500,000 on the first anniversary of that financing. As part of the transaction, World Copper incurred transaction costs of $150,000 and agreed to reimburse TriMetals Mining for the Escalones Property annual concession fees of US$54,000 (CAD$71,658).

The transaction does not constitute a business combination as the TMI Group does not meet the definition of a business under IFRS 3 – Business Combinations. As a result, the acquisition of the TMI Group has been accounted for as an asset acquisition, whereby all of the assets acquired and liabilities assumed are assigned a carrying amount based on their relative fair values. Upon closing of the transaction, TMI Group became a subsidiary of the Company. The net assets acquired pursuant to the acquisition are as follows:

Purchase Price
Issuance of 25,000,000 World Copper shares	$	2,500,000
Cash reimbursement payable to Escalones Resource Corp.		71,658
Due to Escalones Resource Corp.		850,000
Deposit paid on behalf of the Company by a third party		150,000
Transaction costs		150,000
Total Purchase Price	$	3,721,658

Purchase Price Allocation
Cash	$	79,948
Prepaids		2,329
Exploration and evaluation assets		3,967,971
Accounts payable		(52,319)
Loanpayable		(276,271)
Total Purchase Price Allocation	$	3,721,658

The fair value of the 25,000,000 common shares of the Company was determined to be $0.10 per common share, based on the concurrent private placement.

LC270873-1

3. ACQUISITION OF TMI GROUP (cont’d…)

The Escalones property represents an exploration and evaluation asset that was being explored by the TMI Group. As additional information, the following is a summary of deferred exploration costs incurred by the TMI Group directly related to the Escalones property.

The year ended December 31, 2018,:

	Year ended December 31, 2018
Land and option payments Field Supplies Camp Consulting and supervision Environmental Technical consulting Trenching Travel and accommodation Value added tax credits Deposit received for sale of Escalones	(in US dollars) $ 160,142 10 10,114 118,927 3,593 13,910 3,630 8,088 1,127 (112,790) $ 206,751

Period from January 1, 2019 to September 25, 2019:

	Period from January 1, 2019 to September 25,2019
Land and option payments Camp Consulting and supervision Environmental Technical consulting Value added tax credits	(in US dollars) $ 50,613 3,711 25,191 3,314 4,489 112
	$ 87,430

LC270873-1

4. EXPLORATION AND EVALUATION ASSETS

	Escalones Property, Chile Cristal Property, Chile Total	Escalones Property, Chile Cristal Property, Chile Total
Acquisition costs Balance, December 3, 2018 and December 31, 2018 Acquisition Additions Balance,December 31,2019	$ - $ 3,967,971 - $ 3,967,971 $	- $ - 3,967,972 85,047 85,047 85,047 $ 4,053,019

	Escalones Property, Chile Cristal Property, Chile Total
Exploration and evaluation expenses Consulting Year ended December 31,2019	$ 97,023 $ - $ 97,023
	$ 97,023 $ - $ 97,023

Escalones Property, Chile

During the year ended December 31, 2019, the Company became party to an option agreement for the Escalones property (Note 3). During the year ended December 31, 2019, the Company issued 500,000 common shares and made payments in the amount of US$200,000 to the underlying property owner. The remaining payments required to earn 100% interest in the Escalones property are as follows:

i) paying US$200,000 on or before June 30, 2020;
ii) paying US$300,000 on or before June 30, 2021;
iii) Paying US$500,000 on or before June 30, 2022; iv) Paying US$500,000 on or before June 30, 2023;
v) Paying US$3,000,000 on or before June 30, 2024.

The Company is subject to grant a 2% net smelter returns royalty (“NSR”) on the Escalones exploration concessions.

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. whereby the Company obtained the right, title, benefit, and interest in and to an option agreement in respect of the Cristal property. As consideration for the assignment the Company issued 50,000 common shares with a fair value of $18,500.

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

i) paying US$50,000 (paid CAD$66,547)
ii) paying US$50,000 by December 31, 2019; (due date extended)
iii) paying US$150,000 on or before March 31, 2020;
iv) paying US$500,000 on or before August 4, 2020;
v) paying US$700,000 on or before August 4, 2021;
vi) paying US$3,000,000 on or before August 4, 2022.

LC270873-1

4. EXPLORATION AND EVALUATION ASSETS (cont’d…)

Cristal Property, Chile (cont’d…)

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

The Assignment Agreement provides that if the Company 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 $1,000,000.

5. CAPITAL STOCK

Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

During the year ended December 31, 2019, the Company:

i) issued 8,140,000 common shares at $0.10 per share for gross proceeds of $814,000 by way of a private placement.
ii) issued 500,000 common shares at $0.05 per share for a total fair value of $25,000 to underlying property owner of Escalones property (Note 3).
iii) issued 25,000,000 common shares at $0.10 per share for a total fair value of $2,500,000 towards the acquisition of TMI Group (Note 3).

During the period ended December 31, 2018, the Company:

i) issued 1 incorporation common share at $1 per share for gross proceeds of $1.

LC270873-1

6. RELATED PARTY TRANSACTIONS

Management compensation

Key management personnel compensation was as follows:

		Year ended	Period from Incorporation
	December 31,		on December 3, 2018 to
		2019	December 31,2018
Management fees, included in consulting fees	$	138,109	$ -

The transactions with related parties were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the parties.

The amounts due to the related parties are as follows:

	December 31, 2019 December 31, 2018
Due to a director and CEO Due to the CFO Due to the President Due to the corporate secretary Due to Wealth Minerals	$ 734 $ - 4,147 - 39,807 - 8,134 - 217,741 - $ 270,563 $ -

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

7. 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. The Company is not subject to externally imposed capital requirements.

LC270873-1

8. FINANCIAL INSTRUMENTS

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

The carrying value of the Company’s accounts payable and accrued liabilities, loans payable and due to related parties approximate their fair value because of the short-term nature of these instruments. Cash is carried at a fair value using a level 1 fair value measurement.

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 instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash in a major financial institution. As at December 31, 2019, the Company had cash of $166,712 (2018 - $1).

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, 2019, the Company had a cash balance of $166,712 (2018 - $1) to settle current liabilities of $1,572,482 ($Nil). 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 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 any significant market risk at December 31, 2019.

Foreign currency risk

Foreign currency risk is the risk that the fair value of the Company’s assets and liabilities will fluctuate due to changes in foreign exchange rates.

The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools.

Classification of financial instruments

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount due to the short-term maturity of the instruments.

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.

9. SEGMENTED INFORMATION

The Company operates in one industry segment, the mineral resources industry. The Company’s exploration and evaluation assets are located in Chile.

LC270873-1

10. INCOME TAXES

A reconciliation of income taxes by applying the Canadian statutory income tax rate to the amended consolidated loss is as follows:

			For the period from
			incorporation on
		For the year	December 3, 2018 to
	December 31, 2019		December 31, 2018
Loss for theperiod	$	(681,791)	$ -
Expected income tax (recovery) – 27%		(184,084)	-
Effects of change in tax rates		(381,062)	-
Impact of foreign exchange on tax assets and liabilities		(108,038)	-
Unused tax losses and tax offsets not recognized		673,184	-
Total income tax expense(recovery)	$	-	$ -

The significant components of the Company’s deferred tax assets and liabilities are as follows that have not been included on the amended consolidated statement of financial position as follows:

		As at		As at
	December 31, 2019		December 31, 2018
Non-capital losses	$	2,464,441	$	-
Unrecognized deferred tax asset	$	2,464,441	$	-

The Company has non-capital loss carry-forwards of approximately $2,464,000, which may be available to reduce taxable income in future years. The potential of these losses has 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 2039.

Tax attributes are subject to review, and potential adjustment, by tax authorities.

11. SUBSEQUENT EVENTS

During the year ended December 31, 2019, The Company entered into a letter agreement with Allante Resources Ltd. (“Allante”) dated June 7, 2019, whereby Allante will acquire all of the issued and outstanding World Copper common shares and continue the business of World Copper in exchange for the issuance of common shares in the capital of Allante to the World Copper shareholders on a one for one basis. The transaction will constitute Allante’s qualifying transaction as a Capital Pool Company, as defined by the TSX-V (the “Going-Public Transaction”). It is also the intention of the parties that in connection with the Going-Public Transaction, private placement financings by World Copper will be completed in the aggregate amount of at least $4,186,000 (the “Concurrent Financing”). Subsequent to the year ended December 31, 2019, the Company entered into a share exchange agreement with Allante for the same terms as the letter agreement dated June 7, 2019. Pursuant to the agreement, the Company agreed to settle debt in the aggregate amount of up to $320,000 to a company controlled by Joe DeVries, President of Allante, by issuing up to 2,666,666 common shares immediately after closing.

In connection with the Going-Public Transaction, the Company expects to complete a financing of a minimum of 20,833,333 units at a price of $0.12 per unit (the “Minimum Financing”). Each unit is expected to consist of a common share and warrant exercisable into a common share at a price of $0.20 for 2 years.

LC270873-1

11. SUBSEQUENT EVENTS (cont’d…)

In addition, pursuant to a share purchase agreement made as of May 31, 2019 among Wealth Minerals, World Copper, Escalones Resource Corp. (“ERC”) and Gold Springs, as amended, ERC's shares in the Company shall not represent less than 30% of the issued and outstanding Company common shares immediately after the closing of the GoingPublic Transaction and ERC is expected to have a right to participate in future equity financings to maintain its 30% pro rata interest in the equity of the Company. Concurrent with the Going-Public Transaction and assuming the completion of the Minimum Financing, World Copper will issue 12,019,253 common shares to ERC to maintain its 30% pro-rata interest rights per the share purchase agreement. World Copper will also issue a special warrant to ERC whereby ERC will be entitled to receive up to an additional 21,566,280 common shares upon the deemed exercise of the special warrant. The special warrant will be deemed to be exercised on a proportionate basis upon the exercise of any of the World Copper warrants issued and outstanding as at the closing of the Going-Public Transaction.

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

On June 23, 2020, the Company entered into a loan agreement with its director and CEO whereby the Company received a loan of $170,000 repayable by December 26, 2021 with an interest of 8% per annum compounded annually. In connection with the loan agreement, the Company also issued 1,700,000 bonus warrants to the lender, exercisable into common shares at a price of $0.10 until June 26, 2022.

On July 27, 2020, the Company issued 21,879,000 units at $0.10 each for gross proceeds of $2,187,900. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years. The Company issued 1,092,000 finder fee warrants with a 2-year term exercisable at $0.20 per share.

On September 15, 2020, the Company issued 1,500,000 units at $0.10 each to settle a loan payable of $150,000. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years.

On October 15, 2020, the Company issued 1,858,655 units at $0.10 each for gross proceeds of $185,865. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years.

LC270873-1

(formerly Wealth Copper Ltd.)

Interim Condensed Consolidated Financial Statements (Unaudited – Prepared by Management)

Nine months ended September 30, 2020 and 2019 Expressed in Canadian Dollars

LC270986-1

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration Stage Company) Interim Condensed Consolidated Financial Statements (Unaudited - Expressed in Canadian Dollars) September 30, 2020 and 2019

INDEX
Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Financial Position
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
Interim Condensed Consolidated Statements of Cash Flows
Notes to Interim Condensed Consolidated Financial Statements

Page
3-6
3
4
5
6
7-16

LC270986-1

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Interim Condensed Consolidated Statements of Financial Position (Unaudited - Expressed in Canadian Dollars) As at September 30, 2020 and December 31, 2019

Notes	September 30, 2020 December 31, 2019
ASSETS Current Cash Receivables Prepaids Exploration and evaluation assets 4 Total Assets	$ 904,342 $ 166,712 34,150 9,961 40,000 -
	978,492 176,673 4,184,920 4,053,019
	$ 5,163,412 $ 4,229,692
LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities 6 Loans payable 3, 6 Due to Gold Springs Resource Corp. 3 Due to Wealth Minerals 6 Non-Current Due to Gold Springs Resource Corp. 3 Shareholders' Equity Capital stock 5 Subscriptions received in advance 5 Equity portion of compound instruments 6 Contributed surplus 5 Deficit Total Liabilities and Shareholder’s Equity	$ 549,300 $ 283,083 - 150,000 421,658 921,658 99,024 217,741
	1,069,982 1,572,482 500,000 -
	1,569,982 1,572,482
	5,481,553 3,339,001 47,678 - 24,746 - 68,468 - (2,029,015) (681,791)
	3,593,430 2,657,210
	$ 5,163,412 $ 4,229,692

Subsequent events (Note 12)

On behalf of the Board:

(Signed) “Hendrik Van Alphen” (Signed) “Matias Herrero” Hendrik Van Alphen, Director Matias Herrero, Director

LC270986-1The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.)

Interim Condensed Statements of Loss and Comprehensive Loss Three and Nine Months Ended September 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

Notes	Three months ended September 30, 2020	Three months ended September 30, 2019 Nine months ended September 30, 2020 Nine months ended September 30, 2019
EXPENSES Consulting fees 6 Exploration and evaluation 4 Accretion 6 Foreign exchange gain Office and miscellaneous Professional fees Shareholder communications Transfer agent and regulatory fees Travel Loss and comprehensive loss for the period	$ 57,582 115,658 24,746 (1,897) 111,662 198,171 32,656 978 11,584	$ 87,205 $ 364,862 $ 87,205 41,809 229,450 54,595 - 24,746 - (1,382) (7,624) (1,851) 1,073 222,327 3,706 160,701 419,098 297,026 7,580 79,657 13,755 - 978 - 6,955 13,730 8,566
	$ (551,140)	$ (303,941) $ (1,347,224) $ (463,002)
Basic and diluted loss per common share	$ (0.01)	$ (0.01) $ (0.02) $ (0.02)
Weighted average number of common shares outstanding	74,342,554	33,062,174 63,912,391 27,716,923

LC270986-1The accompanying notes are an integral part of these consolidated interim financial statements.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.)

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

	Number of Shares	Capital Stock	Subscriptions Received	Contributed Surplus	Equity Portion of Compound Instruments	Deficit	Total Shareholders’ Equity
Balance, December 31, 2018 Subdivision of shares Shares issued – acquisition of TMI Group Shares issued – acquisition of mineral properties Shares issued – private placement Loss for theperiod	1 24,999,999 25,000,000 500,000 8,140,000 -	$ 1 - 2,500,000 25,000 814,000 -	$ - - - - - -	$ - - - - - -	$ - - - - - -	$ - - - - - (463,002)	$ 1 - 2,500,000 25,000 814,000 (463,002)
Balance, September 30, 2019 Loss for theperiod	58,640,000 -	$ 3,339,001 -	$ - -	$ - -	$ - -	$ (463,002) (218,789)	$ 2,875,999 (218,789)
Balance, December 31, 2019 Shares issued – private placement Shares issued – settlement of loan Share issue costs – paid in cash Finder fee warrants – on private placements Compound instruments equity warrants Subscriptions received in advance Loss for theperiod	58,640,000 21,879,000 1,500,000 - - - - -	$ 3,339,001 2,187,900 150,000 (126,880) (68,468) - - -	$ - - - - - - 47,678 -	$ - - - - 68,468 - - -	$ - - - - - 24,746 - -	$ (681,791) - - - - - - (1,347,224)	$ 2,657,210 2,187,900 150,000 (126,880) - 24,746 47,678 (1,347,224)
Balance, September 30, 2020	82,019,000	$ 5,481,553	$ 47,678	$ 68,468	$ 24,746	$ (2,029,015)	$ 3,593,430

LC270986-1The accompanying notes are an integral part of these consolidated interim financial statements.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Interim Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2020 and 2019 (Unaudited - Expressed in Canadian Dollars)

	Nine months ended September 30, 2020 Nine months ended September 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period Item not affecting cash: Accretion Changes in non-cash working capital items: Receivables Prepaids Due to Wealth Minerals Accounts payable and accrued liabilities Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITY Exploration and evaluation assets Net cash used in investing activity CASH FLOWS FROM FINANCING ACTIVITITES Related party loan received Related party loan repaid Subscriptions received in advance Proceeds from issuance of shares Share issue costs Net cash provided by financing activities Change in cash for the period Cash, beginning of period Cash, end of period	$ (1,347,224) $ (463,002) 24,746 - (24,189) (18,139) (40,000) - (118,717) (38,380) 266,217 -
	(1,239,167) (519,521)
	(131,901) -
	(131,901) -
	170,000 - (170,000) - 47,678 - 2,187,900 814,000 (126,880) -
	2,108,698 814,000
	737,630 294,479 166,712 -
	$ 904,342 $ 294,479

Significant non-cash financing and investing transactions during the nine-month period ended September 30, 2019 included:

Shares issued for TMI Group and exploration and evaluation assets of $2,525,000.
Due to Gold Springs Resources Corp. for acquisition costs of $921,658.
Due to third party for TriMetals deposit of $150,000.

Significant non-cash financing and investing transactions during the nine-month period ended September 30, 2020 included:

Issued 1,700,000 warrants valued at $24,746 as the equity portion of a compound instrument (see Note 6) .
Loan payable of $150,000 paid with share issuance (Note 5 (ii).

LC270986-1The accompanying notes are an integral part of these consolidated interim financial statements.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) Notes to the Interim Consolidated Financial Statements For the nine months ended September 30, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

World Copper Ltd. was incorporated under the Business Corporations Act (British Columbia) on December 3, 2018. On July 16, 2020, the Company changed its name from Wealth Copper Ltd. to World Copper Ltd (the “Company”, “World Copper”). The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of mineral resources in Chile. The Company’s head office and records office are located at #2300 - 1177 W Hastings St., British Columbia, V6E 2K3, Canada.

Several adverse conditions cast significant doubt on the validity of this assumption. The Company incurred an operating loss of $1,347,224 during the nine-month period ended September 30, 2020 (during the year ended 2019 - $681,791). 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.

These interim condensed consolidated financial statements do not include any adjustments to the carrying amount 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.

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these development and the impact on the financial results and condition of the Company in future periods.

2. SIGNIFICANT ACCOUNTING POLICIES AND PRESENTATION

Basis of presentation

These interim condensed 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 as outlined in the annual audited consolidated financial statements of the Company for the years ended December 31, 2019 and 2018. 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 condensed consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. These interim condensed consolidated financial statements are presented in Canadian dollars unless otherwise noted, and should be read in conjunction with the Company’s annual audited consolidated financial statements for the years ended December 31, 2019 and 2018.

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L C 2 7 0 9 8 6 - 1

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The interim condensed consolidated financial statements of the Company for the three and nine months ended September 30, 2020 were reviewed by the Board of Directors and approved and authorized for issue by the Board of Directors on December 18, 2020.

Functional and presentation currency

These interim condensed consolidated financial statements are presented in Canadian dollars, which is the functional currency of World Copper, while its subsidiaries’ functional currency is Chilean Soles.

Basis of consolidation

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

n the following table:
	Country of	Principal	Effective	Effective
	Incorporation	Activity	interest at	interest at
			September 30,	December 31,
			2020	2019
SASC Metallurgy Corp. (“SASC”)	Canada	Mineral exploration	100%	100%
Escalones Copper Corp. (“Escalones”)	Canada	Mineral exploration	100%	100%
TriMetals Mining Chile SCM (“TriMetals”)	Chile	Mineral exploration	100%	100%
Wealth Copper Chile S.p.A	Chile	Mineral exploration	100%	100%

The interim condensed consolidated financial statements include the accounts of SASC, Escalones, and TriMetals from the acquisition date on September 25, 2019, and Wealth Copper Chile from the acquisition date on July 23, 2019.

Critical estimates, judgments and assumptions

The preparation of the Company’s interim condensed 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 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:

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L C 2 7 0 9 8 6 - 1

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Critical estimates, judgments and assumptions (Continued)

Critical accounting estimates

Acquisition of SASC, Escalones and TriMetals (collectively “TMI group”)

Significant Judgments

Going concern - The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty.

Impairment of exploration and evaluation assets - Assets or cash-generating units (“CGUs”) are evaluated at each reporting date to determine whether there are any indications of impairment. The Company considers both internal and external sources of information when making the assessment of whether there are indications of impairment for the Company’s mineral properties. Management has applied judgement in determining there are no indicators of impairment for its mineral properties as at September 30, 2020.

The determination of asset versus business acquisition - Management has had to apply judgement relating to acquisitions with respect to whether the acquisition was a business combination or an asset acquisition. Management applied a three-element process to determine whether a business or asset was purchased, considering inputs, processes and outputs of the acquired entity in order to reach a conclusion.
The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency when changes in circumstances may affect the primary economic environment.

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L C 2 7 0 9 8 6 - 1

3. 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. (formerly TriMetals Mining Inc.) (“Gold Springs”) (Canada). As consideration, the Company issued (i) 25,000,000 common shares valued at $2,500,000, (ii) granted to Escalones Resource Corp. (“ERC”) a 2% net smelter returns royalty on the Escalones exploration concessions (which is in addition to an existing 2% net smelter returns royalty on the Escalones exploitation concessions), (iii) paid $150,000, and (iv) is required to pay ERC $350,000 upon closing of a private placement that is concurrent with a going public financing and pay $500,000 on the first anniversary of that financing. As part of the transaction, Wealth Copper incurred transaction costs of $150,000 and agreed to reimburse Gold Springs for the Escalones Property annual concession fees of US$54,000 (CAD$71,658).

Purchase Price
Issuance of 25,000,000 shares	$	2,500,000
Cash reimbursement payable to Escalones Resources Corp.		71,658
Payable to Escalones Resources Corp.		850,000
Loan payable to third party		150,000
Transaction costs		150,000
Total Purchase Price	$	3,721,658

Purchase Price Allocation
Cash	$	79,948
Prepaids		2,328
Exploration and evaluation assets		3,967,972
Accounts payable		(52,319)
Loanpayable		(276,271)
Total Purchase Price Allocation	$	3,721,658

The fair value of the 25,000,000 common shares of the Company was determined to be $0.10 per common share, based on the concurrent private placement.

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4. EXPLORATION AND EVALUATION ASSETS

	Escalones Property, Chile Cristal Property, Chile Total
Acquisition costs capitalized Balance, December 31, 2018 Acquisition Additions Balance, December 31, 2019 Additions	$ - $ - $ - 3,967,972 - 3,967,972 - 85,047 85,047
	3,967,972 85,047 4,053,019 131,901 131,901
Balance, September 30, 2020	$ 3,967,972 $ 216,948 $ 4,184,920
Exploration and evaluation expenses Consulting	$ 54,595 $ 54,595
Period ended September 30, 2019	54,595 54,595
Exploration and evaluation expenses Consulting Roads & Trenches	225,614 - 225,614 3,836 - 3,836
Period ended September 30, 2020	$ 229,450 $ - $ 229,450

Escalones Property, Chile

During the year ended December 31, 2019, the Company became party to an option agreement for the Escalones property (Note 3). During the year ended December 31, 2019, prior to the acquisition of TMI Group (Note 3), the Company had issued 500,000 common shares (Note 5) 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 are as follows:

i) paying USD$60,000 on or before June 30, 2020 (paid subsequently);
ii) paying USD$140,000 on or before December 31, 2020;
iii) paying USD$300,000 on or before June 30, 2021;
iv) paying USD$500,000 on or before June 30, 2022;
v) paying USD$500,000 on or before June 30, 2023;
vi) paying USD$3,000,000 on or before June 30, 2024.

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

Cristal Property, Chile

During the period 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. As consideration for the assignment, the Company issued 50,000 common shares with a fair value of $18,500. To date, the Company has made cash payments of USD$150,000 towards the option.

World Copper is required to make the remaining payments 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 (USD$100,000 paid in August 2020).
iii) paying USD $ 500,000 on or before second anniversary of closing.
iv) paying USD $ 700,000 on or before third anniversary of closing.
v) paying USD $3,000,000 on or before fourth anniversary of closing.

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4. EXPLORATION AND EVALUATION ASSETS (Continued)

The underlying Cristal Property owner retains a 3% NSR royalty, of which 2% can be repurchased by paying US$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 Condor Resources Inc. 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 Wealth Copper Chile – 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.

5. CAPITAL STOCK

Authorized share capital

Unlimited number of common shares without par value.

Issued share capital

During the period ended September 30, 2020, the Company.

i) issued 21,879,000 units at $0.10 per share for gross proceeds of $2,187,900. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years. The Company paid finders fees by issuing 1,092,000 finder fee warrants with a 2-year term exercisable at $0.10 and cash in the amount of $105,000.
ii) issued 1,500,000 units at $0.10 to settle a loan payable of $150,000. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years.
iii) has received $47,678 in subscriptions relating to subsequent private placement (Note 12).

During the year ended December 31, 2019, the Company:

iv) issued 8,140,000 common shares at $0.10 per share for gross proceeds of $814,000 by way of a private placement.
v) issued 500,000 common shares at $0.05 per share for a total fair value of $25,000 to underlying property owner of the Escalones property (Note 4).
vi) issued 25,000,000 common shares at $0.10 per share for a total fair value of $2,500,000 towards the acquisition of TMI Group (Note 3).

Warrants Continuity Schedule

WarrantsContinuity Schedule
Warrants	During the period ended September 30, 2020 Average Remaining years outstanding Weighted average exercise price
Balance at December 31, 2019: Granted – expiring June 26, 2021(1) Granted – expiring July 27, 2022(2) Granted – expiring July 27, 2025 Granted – expiring September 15, 2025 Balance at September 30,2020	1,700,000 0.74 $ 0.10 1,092,000 1.82 0.10 21,879,000 4.82 0.20 1,500,000 4.96 0.20
	26,171,000 4.44 $0.19

(1) The original expiry date of June 26, 2022 has been reduced under TSX-V policy 5.1 section 2.2 (e) where the expiry date has been limited to one year as the loan was repaid within 12 months of receiving the loan proceeds. These bonus warrants were issued to a director and former CEO of the Company (see Note 6)

(2) Finders warrants.

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6. RELATED PARTY TRANSACTIONS

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 period ended September 30, 2020 and 2019 was as follows:

		September 30,		September 30,
		2020		2019
Management fees, included in consulting fees	$	232,106	$	74,757

The amounts due to the related parties are as follows:

he amounts due to the relatedparties are as follows:
	September 30, 2020 December 31, 2019
Included in accounts payable and accrued liabilities: Due to a director and former CEO Due to the former CFO Due to the President and CEO Due to the corporate secretary Due to Wealth Minerals Amounts due to Wealth Minerals	$ 2,915 $ 734 19,163 4,147 134,920 39,807 2,625 8,134 28,046 - 99,024 217,741
	$ 286,693$ 270,563

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

During the period ended September 30, 2020, the Company entered into a loan agreement with a director and former CEO whereby the Company received a loan of $170,000 repayable by December 26, 2021 with an interest of 8% per annum compounded annually. The Company repaid the loan on July 29, 2020. The Company also issued 1,700,000 bonus warrants exercisable into common shares at a price of $0.10 until June 26, 2022. For accounting purposes, the loan noted above is a compound instrument and was 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 a discount rate of 20% to estimate the fair value of the liability component of $145,254 with the remaining balance of $24,746 representing the equity component.

7. CAPITAL MANAGEMENT

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 nine months ended September 30, 2020.

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8. FINANCIAL INSTRUMENTS

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

The carrying value of the Company’s accounts payable and accrued liabilities, loans payable and due to Wealth Minerals approximate their fair value because of the short-term nature of these instruments. Cash is carried at a fair value using a level 1 fair value measurement.

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 instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash in a major financial institution. As at September 30, 2020, the Company had cash of $904,342.

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 September 30, 2020, the Company had a cash balance of $904,342 to settle current liabilities of $1,069,982. 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 additional equity financing.

Market risk

Foreign currency risk

Foreign currency risk is the risk that the fair value of the Company’s assets and liabilities will fluctuate due to changes in foreign exchange rates.

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount due to their shortterm maturity of the instruments.

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.

9. SEGMENTED INFORMATION

The Company has one operating segment, being the exploration of exploration and evaluation assets in Chile.

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10. SHARE EXCHANGE AGREEMENT

During the period ended December 31, 2019, the Company entered into a letter agreement with Allante Resources Ltd. (“Allante”) dated June 7, 2019, whereby Allante will acquire all of the issued and outstanding World Copper common shares and continue the business of World Copper in exchange for the issuance of common shares in the capital of Allante on a one for one basis. The transaction will constitute Allante’s qualifying transaction as a Capital Pool Company, as defined by the TSX-V. It is also the intention of the parties that in connection with the Going-Public Transaction, private placement financings by Allante will be completed in the aggregate amount of at least $5,000,000 (the “Concurrent Financing”). During the period ended September 30, 2020, the Company entered into a share exchange agreement (“the agreement”), subsequently amended, with Allante for the same terms as the letter agreement dated June 7, 2019. Pursuant to the agreement, the Company agreed to settle debt in the aggregate amount of up to $320,000 to a company controlled by Joe DeVries, President of Allante by issuing up to 2,666,667 common shares immediately after closing.

11. SUBSEQUENT EVENTS

Subsequent to September 30, 2020, the Company:

i) issued 1,858,655 units at $0.10 each for gross proceeds of $185,865. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years.
ii) in connection with the Going-Public Transaction (note 10), the Company expects to complete a financing of a minimum of 24,166,667 units at a price of $0.12 per unit (the “Minimum Financing”). Each unit is expected to consist of a common share and warrant exercisable into a common share at a price of $0.20 for 2 years and the Company expects to issue 13,447,824 common shares valued at $1,613,739 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement in connection with the acquisition of 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. (formerly TriMetals Mining Inc.) (“Gold Springs”) (Canada). The Company will also issue a special warrant whereby Gold Springs will be entitled to receive up to an additional 23,198,423 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.

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SCHEDULE "D"

MD&A OF WORLD COPPER FOR THE YEAR ENDED DECEMBER 31, 2019 AND FROM INCORPORATION ON DECEMBER 3, 2018 TO DECEMBER 31, 2018 AND FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2020 AND 2019

See attached.

LC271077-1

WORLD COPPER LTD. formerly, (Wealth Copper Ltd.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

FROM YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM INCORPORATION ON DECEMBER 3, 2018 TO DECEMBER 31, 2018.

(Expressed in Canadian dollars, unless otherwise noted)

Following is a discussion and analysis of the activities, results of operations and financial condition of World Copper Ltd. (“Company”) for the year ended December 31, 2019 and period from incorporation on December 3, 2018 to December 31, 2018. The Corporation’s financial statements and financial data set out below have been prepared by management in accordance with International Financial Reporting Standards applicable to the annual financial statements. Unless otherwise denoted, all amounts discussed herein are denominated in Canadian dollars.

Additional information relating to the Corporation is also available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com .

The effective date of this report is November 27, 2020.

OVERVIEW

The Company was incorporated on December 3, 2018, pursuant to the Business Corporations Act (British Columbia). On December 19, 2018, the Company changed its name from 1188893 B.C. Ltd. to Wealth Copper Ltd. On July 16, 2020, the Company changed its name from Wealth Copper Ltd. to World Copper Ltd.

The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of precious metal resources in Chile.

MINERAL PROPERTIES

Escalones Property, Chile

During the year ended December 31, 2019, the Company became party to an option agreement for the Escalones property. During the year ended December 31, 2019, the Company issued 500,000 common shares and made payments in the amount of US$200,000 to the underlying property owner. The remaining payments required to earn 100% interest in the Escalones property are as follows:

i) paying US$200,000 on or before June 30, 2020; ii) paying US$300,000 on or before June 30, 2021;
iii) Paying US$500,000 on or before June 30, 2022;
iv) Paying US$500,000 on or before June 30, 2023;
v) Paying US$3,000,000 on or before June 30, 2024.

The Company is subject to grant a 2% net smelter returns royalty on the Escalones exploration concessions.

Cristal Property, Chile

LC270876-1

Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

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

i) paying US$50,000 (paid CAD$66,547)
ii) paying US$50,000 by December 31, 2019; (due date extended)
iii) paying US$150,000 on or before March 31, 2020;
iv) paying US$500,000 on or before August 4, 2020;
v) paying US$700,000 on or before August 4, 2021; vi) paying US$3,000,000 on or before August 4, 2022.

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

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 TriMetals Mining Inc. (Canada). As consideration, World Copper Ltd. (“World Copper”) issued (i) 25,000,000 World Copper common shares valued at $2,500,000, (ii) granted to Escalones Resource Corp. (“ERC”) a 2% net smelter returns royalty on the Escalones exploration concessions (which is in addition to an existing 2% net smelter returns royalty on the Escalones exploitation concessions), (iii) paid $150,000, and (iv) is required to pay ERC $350,000 upon closing of a private placement that is concurrent with a going public financing and pay $500,000 on the first anniversary of that financing. As part of the transaction, World Copper incurred transaction costs of $150,000 and agreed to reimburse TMI Group for the Escalones Property annual concession fees of US$54,000 (CAD$71,658).

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LC270876-1

Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

Purchase Price
Issuance of 25,000,000 World Copper shares	$	2,500,000
Cash reimbursement payable to Escalones Resource Corp.		71,658
Due to Escalones Resource Corp.		850,000
Deposit paid on behalf of the Company by a third party		150,000
Transaction costs		150,000
Total Purchase Price	$	3,721,658

Purchase Price Allocation
Cash	$	79,948
Prepaids		2,329
Exploration and evaluation assets		3,967,971
Accounts payable		(52,319)
Loanpayable		(276,271)
Total Purchase Price Allocation	$	3,721,658

The fair value of the 25,000,000 common shares of the Company was determined to be $0.10 per common share, based on the concurrent private placement.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2019, the Company had cash of $166,712 (2018 - $1) and a working capital deficiency of $1,395,808 (2018 – working capital $1).

Cash flows used in operating activities was $577,237 (2018 - $nil) during the year ended December 31, 2019. It was primarily due to operating costs during the current period.

Cash flows used in investing activities was $70,052 (2018 - $nil) during the year ended December 31, 2019. It related to cash payments on acquisition of TMI Group.

Cash flows provided by financing activities was $814,000 (2018 - $1) during the year ended December 31, 2019. It related to proceeds received from private placement.

As at December 31, 2019 and as at the date of this report, the Company had not advanced its mineral properties to commercial production. The Company’s continuation as a going concern is dependent not only upon successful results from exploration activities on its mineral properties but also its ability to raise capital and attain profitable operations. In the foreseeable future, the Company will have to rely on the issuance of shares or the exercise of options and warrants or the issuance of debt securities to fund ongoing operations. The ability of the Company to raise capital will depend on market conditions; it may not be possible for the Company to raise capital on acceptable terms or at all.

During the year ended December 31, 2019, the Company:

i) issued 8,140,000 common shares at $0.10 per share for gross proceeds of $814,000 by way of a private placement.
ii) Issued 500,000 common shares at $0.05 per share for a total fair value of $25,000 to underlying property owner of Escalones property.
iii) issued 25,000,000 common shares at $0.10 per share for a total fair value of $2,500,000 towards the acquisition of TMI Group.
During the period ended December 31, 2018, the Company: i) issued 1 incorporation common shares at $1 per share for gross proceeds of $1.

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LC270876-1

Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

SELECTED ANNUAL INFORMATION

The Company’s consolidated financial statements for the year ended December 31, 2019 and period from incorporation on December 3, 2018 to December 31, 2018 have been prepared in accordance with IFRS. The following selected financial information for the year ended December 31, 2019 and period ended December 31, 2018 is taken from the Company’s audited consolidated financial statements for the year ended December 31, 2019 and period from incorporation on December 3, 2018 to December 31, 2018. This information should be read in conjunction with those statements. Selected annual financial information appears below.

		Period from
		Incorporation
		on December
	Year ended	3, 2018 to
	December 31,	December 31,
	2019	2018
Income (Loss) for the year	$ (681,791)	$ -
Income (Loss) per share	$ (0.03)	$ (0.00)
Total assets	$ 4,229,692	$ 1
WorkingCapital(deficit)	$ (1,395,809)	$1

For the year ended December 31, 2019

The Company incurred a net loss of $681,791 during the year ended December 31, 2019.

A brief explanation of the significant changes in expense categories is provided below:

i) Consulting of $183,566 incurred primarily due to consulting services incurred during the current period.
ii) Exploration and evaluation of $97,023 incurred primarily due to exploration costs incurred in the current period.
iii) Filing fees of $11,311 incurred primarily due to share activities in the current period.
iv) Office and miscellaneous fees of $29,448 incurred primarily due to administrative activities in the current period.
v) Professional fees of $282,911 related to legal and accounting services rendered during the current period.
vi) Shareholder communications of $45,956 incurred primarily as a result of the Company using investor relations consultants during the current period.

QUARTERLY RESULTS

	December 31,	September 30,	June 30,	March 31,	December 31,
	2019	2019	2019	2019	2018
Income (Loss) for the year	$ 218,789	$ 303,941	$ 146,070	$ 12,991	$ -
Income (Loss) per share	$ (0.01)	$ (0.01)	$ (0.01)	$ (0.00)	$ (0.00)
Total assets	$ 4,229,692	$ 4,380,636	$ 1	$ 1	$ 1
WorkingCapital(deficit)	$ (1,405,770)	$ (1,177,020)	$ (159,061)	$12,990	$1

Page 4

LC270876-1

Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

Three Month Period Ended December 31, 2019

The Company incurred a net loss of $218,789 for the three-month period ended December 31, 2019.

A brief explanation of the significant changes in expense categories is provided below:

i) Consulting of $96,361 incurred primarily due to consulting services incurred during the current period.
ii) Exploration and evaluation of $42,428 incurred primarily due to exploration costs incurred in the current period.
iii) Filing fees of $11,311 incurred primarily due to share activities in the current period.
iv) Office and miscellaneous fees of $25,742 incurred primarily due to administrative activities in the current period.
v) Professional fees recovery of $14,035 related to legal and accounting services rendered during the current period.
vi) Shareholder communications of $32,201 incurred primarily as a result of the Company using investor relations consultants during the current period.

SHAREHOLDERS’ EQUITY

Common shares

At November 27, 2020, the Company had 83,877,655 common shares outstanding.

Warrants

At November 27, 2020, the Company had 28,029,655 warrants outstanding.

REGULATORY DISCLOSURES

Off-Balance Sheet Arrangements

The Company has not entered into any material off-balance sheet arrangements.

Financial Instruments

Fair values of financial instruments

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 financial instruments consist of cash, receivables, accounts payable and accrued liabilities and loans payable.

Page 5

LC270876-1

Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018


	Fair Value	December 31,	December 31,

	Hierarchy Level	2019	2018


Financial assets Cash	1	$ 166,712	$ 1

(1) The carrying value of cash, receivables, and accounts payable and accrued liabilities approximates fair value due to the short-term nature of these items.

Credit risk

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. The Company’s management believes it has no significant credit risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not consider its exposure to interest rate risk to be significant.

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, 2019, the Company had a cash balance of $166,712 (December 31, 2018 - $1) to settle current liabilities of $1,572,482 (December 31, 2018 - $nil). 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 additional equity financing.

Market risk

Foreign currency risk

Foreign currency risk is the risk that the fair value of the Company’s assets and liabilities will fluctuate due to changes in foreign exchange rates.

Page 6

LC270876-1

Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

Related Party Transactions

Management compensation

Key management personnel compensation during the year ended December 31, 2019 was as follows:

		Year ended	Period from Incorporation
	December 31,		on December 3, 2018 to
		2019	December 31,2018
Management fees, included in consulting fees	$	138,109	$ -

The amounts due to the related parties are as follows:

	December 31, 2019 December 31, 2018
Due to a director and CEO Due to the CFO Due to the President Due to the corporate secretary Due to Wealth Minerals	$ 734 $ - 4,147 - 39,807 - 8,134 - 217,741 -
	$ 270,563 $ -

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

Page 7

LC270876-1

Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

Capital Risk Management

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern to pursue the development of its mineral properties and to maintain a flexible capital structure which optimizes the cost of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders’ equity (deficit), as well as cash.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash.

The Company is dependent on the capital markets as its primary source of operating capital and the Company’s capital resources are largely determined by the strength of the junior resource markets and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period.

Risk and uncertainties

The operations of the Company are speculative due to the nature of its business which is the investment in the exploration and development of mining properties. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

The list of risk factors below should not be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of its securities.

No History or Expectation of Revenue

The Company is in the business of exploring for, with the ultimate goal of developing and producing, minerals from properties in which the Company has, or may have in the future, an interest. The Company has not commenced commercial production and the Company has no history or earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that the Company will be able to develop any of its properties profitably or that its activities will generate positive cash flow. The Company has not paid any dividends and it is unlikely to enjoy earnings or pay dividends in the immediate or foreseeable future. The Company has limited cash and other assets. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of the Company's management in all aspects of the development and implementation of the Company's business activities. There is no guarantee that the Company will enter into profitable agreements with mining companies and earn revenue from operations.

The Company may not realize the benefits of its growth projects

A number of risks and uncertainties are associated with the development of these types of projects, including political, regulatory, design, construction, labour, geological, operating, technical, and technological risks, uncertainties relating to capital and other costs, and financing risks. The failure to develop one or more of these initiatives successfully could have an adverse effect on the Company's financial position and results of operations.

Current Global Financial Conditions

Events over the last number of years in global financial markets, including global debt concerns and overall commodity pressure, have had a profound impact on the global economy and global financial conditions have been subject to volatility. Many industries, and particularly the mining sector, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A continuing slowdown in financial markets or other economic conditions, including, but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs,

Page 8

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Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company's business, financial condition, results of operations and ability to grow.

Financing Risk

The Company is limited in financial resources and has no assurance that additional funding will be available for further exploration and development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or infinite postponement of further exploration and development of its projects with the possible loss of such properties. In addition, an inability to raise capital could result in the cessation of operations.

Competition

The mineral exploration and development industry is highly competitive. The Company competes with other domestic and international mineral exploration companies that have greater financial, human and technical resources. The Company's competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations that the Company can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to the Company's detriment. The Company may also encounter increasing competition from other mining companies in the Company's efforts to hire experienced mining professionals. Increased competition could adversely affect the Company's ability to attract necessary capital funding, to acquire it on acceptable terms, or to acquire suitable properties or prospects for mineral exploration in the future. As a result of this competition, the Company may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

In addition, there is no assurance that a ready market will exist for the sale of commercial quantities of ore. Factors beyond the control of the Company may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or losing its investment capital.

Risks Associated with Joint Venture Agreements

Pursuant to agreements the Company may enter into in the course of its business, the Company's interest in its properties may become subject to the risks normally associated with the conduct of joint ventures. In the event that any of the Company's properties become subject to a joint venture, the existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company's profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on the Company's business prospects, results of operations and financial condition: (i) disagreements with joint venture partners on how to conduct exploration; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) disputes or litigation between joint venture partners regarding budgets, development activities, reporting requirements and other joint venture matters.

Reliance on Key Individuals

The Company's success depends on its ability to attract and retain the services of key personnel who are qualified and experienced. In particular, the success of the Company is, and will continue to be to a significant extent, dependent on the expertise and experience of the Company's directors and senior management. It is expected that these individuals will be a significant factor in the Company's growth and success. The loss of the service of these individuals could have a material adverse effect on the Company.

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Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

The resource industry is largely driven by fluctuations in commodity prices which, when high, can lead to a large number of projects being developed which in turn increases the demand for skilled personnel, contractors, material and supplies. Accordingly, there is a risk to the Company of losing or being unable to secure enough suitable key personnel or key resources and, as a result, being exposed to increased capital and operating costs and delays, which may in turn adversely affect the development of the Company's projects, the results of operations and the Company's financial condition and prospectus.

Commodity Prices

The price of the Common Shares and the Company’s financial results may be significantly adversely affected by a decline in the price of metals. The price of metal commodities fluctuates widely, especially in recent years, and is affected by numerous factors beyond the Company’s control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metal-producing countries throughout the world.

Dividend Policy

No dividends on the Common Shares have been paid by the Company to date. The Company anticipates that it will retain all cash resources for the foreseeable future for the operation and development of its business. The Company does not intend to declare or pay any cash dividends in the foreseeable future.

Conflicts of Interest

Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration, development and mining operations and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (British Columbia) and other applicable laws. It is understood by the Company that certain directors and officers of the Company may continue to independently pursue opportunities in the mineral exploration industry.

Exploration, Development and Operating Risks

Mining operations and exploration involves a high degree of risk. Any potential mining operations of the Company will be subject to all the hazards and risks normally encountered in the exploration, development and production of metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, fire, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in production, increased production costs and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. Although the Company believes that appropriate precautions to minimize risks are taken, these risks cannot be eliminated.

The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned or other mining operations in which the Company may acquire an interest will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, including among other things: the interpretation of geological data obtained from drill holes and other sampling techniques, the particular attributes of the deposit, such as size, grade and proximity to infrastructure and labor; metal and commodity prices which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure,

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Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

land use, importing and exporting of minerals and environmental protection; and political stability. The Company's development projects are also subject to the issuance of necessary permits and other governmental approvals and receipt of adequate financing. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may adversely affect the Company's business.

Exploration Costs

The estimates of costs to conduct further exploration work by the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realized in practice, which may materially and adversely affect the Company's viability.

Environmental Regulation, Risks and Hazards

All phases of mining operations are subject to environmental regulation in the jurisdictions in which they operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with changing environmental laws and regulations may require significant capital outlays, including obtaining additional permits, and may cause material changes or delays in, or the cancellation of, the Company's exploration programs or current operations. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's mining operations.

Furthermore, environmental hazards may exist on the properties on which the owners or operators of mining operations hold interests which are unknown to such owners or operators at present and which have been caused by previous or existing owners or operators of the properties.

Government approvals and permits are currently, and may in the future be, required in connection with mining operations at the Company’s properties. To the extent such approvals are required and not obtained, mining operations may be curtailed or prohibited from continuing operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on the Company's operations and reputation.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on mining operations and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Governmental Regulation

Mining operations and exploration activities are subject to extensive laws and regulations governing exploration, development, production, exports, taxes, labor standards, waste disposal, protection and remediation of the environment, reclamation, historic and cultural resources preservation, mine safety and occupation health, handling, storage and transportation of hazardous substances and other matters. The costs of discovering, evaluating, planning, designing, developing, constructing, operating, and other facilities in compliance with such laws and regulations are significant. It is possible that the costs and delays associated with compliance with such laws and regulations could become such that the owners or operators of mining operations would not proceed with the development of or continue

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Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

to operate a mine. As part of their normal course operating, and development activities, such owners or operators have expended significant resources, both financial and managerial, to comply with governmental and environmental regulations and permitting requirements, and will continue to do so in the future. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, and claims for damages to property and persons resulting from mining operations could result in substantial costs and liabilities in the future.

Permitting

Mining operations are subject to receiving and maintaining permits from appropriate governmental authorities. It can be time-consuming and costly to obtain, maintain and renew permits. In addition, permit terms and conditions can impose restrictions on how the Company conducts its operations and limit the Company's flexibility in development its mineral properties. Prior to any development on the Company’s properties, permits from appropriate governmental authorities may be required. Permits required for the Company's operations may not be issued, maintained or renewed in a timely fashion or at all, may not be issued or renewed upon conditions that restrict the Company's ability to conduct the Company's operations economically, or may be subsequently revoke. Any such failure to obtain, maintain or renew permits, or other permitting delays or conditions could have a material adverse effect on the Company's business, results of operations, financial condition and prospectus.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect operations at the Company’s properties.

Exploration and Geological Report

The reported results in the technical reports filed in respect of the Company’s properties are estimates only. No assurance can be given that the estimated mineralization will be recovered. The reported results are based on limited sampling, and, consequently, are uncertain because the samples may not be representative. Estimates may require revision (either up or down) based on actual production experience. If the Company encounters mineralization or geological formations different from those predicted by past drilling, sampling and interpretations, any estimates may need to be altered in a way that could adversely affect the Company's operations or proposed operations. In addition, market fluctuations in the price of metals, as well as increased production costs or reduced recovery rates, may render certain minerals uneconomic.

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Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

Additional Capital

Mining, processing, development and exploration require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on satisfactory terms.

Property Exploration and Development Risk

The Company’s properties are currently at the exploration stage of development. Exploration and development is subject to numerous risks, including, but not limited to, delays in obtaining equipment, material and services essential to developing the project in a timely manner; changes in environmental or other government regulations; currency exchange rates; labor shortages; and fluctuation in metal prices. There can be no assurance that the Company will have the financial, technical and operational resources to complete the exploration and development in accordance with current expectations or at all.

Insurance Risk

The Company's business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failure, cave-ins, mechanical failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, fires, floods and earthquakes. Such occurrences could result in damage, delays in mining, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, the Company's insurance will not cover all the potential risks associated with a mining company's operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to the Company or other companies in the mining industry on acceptable terms. The Company may also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect on our financial performance and results of operations.

Force Majeure

The Company's projects now or in future may be adversely affected by risks outside the control of the Company, including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

Forward-Looking Statements

This Management’s Discussion and Analysis (“MD&A”) includes certain statements that constitute “forward-looking statements”, and “forward-looking information” within the meaning of applicable securities laws (“forward-looking statements” and “forward-looking information” are collectively referred to as “forward-looking statements”, unless otherwise stated). These statements appear in a number of places in this MD&A and include statements regarding our intent, or the beliefs or current expectations of our officers and directors. Such forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forwardlooking statements. When used in this MD&A, words such as “believe”, “anticipate”, “estimate”, “project”, “intend”, “expect”, “may”, “will”, “plan”, “should”, “would”, “contemplate”, “possible”, “attempts”, “seeks” and similar expressions are intended to identify these forward-looking statements. Forward-looking statements may relate to the Company’s future outlook and anticipated events or results and may include statements regarding the Sask Craton Property and Sask Craton North Property, and the Company’s future financial position, business strategy, budgets, litigation, projected costs, financial results, taxes, plans and objectives. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the

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Year Ended December 31, 2019 and Period from Incorporation on December 3, 2018 to December 31, 2018

financial condition of our business. These forward-looking statements were derived utilizing numerous assumptions regarding expected growth, results of operations, performance and business prospects and opportunities that could cause our actual results to differ materially from those in the forward-looking statements. While the Company considers these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Accordingly, you are cautioned not to put undue reliance on these forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results. To the extent any forward-looking statements constitute future-oriented financial information or financial outlooks, as those terms are defined under applicable Canadian securities laws, such statements are being provided to describe the current anticipated potential of the Company and readers are cautioned that these statements may not be appropriate for any other purpose, including investment decisions. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. To the extent any forward-looking statements constitute future-oriented financial information or financial outlooks, as those terms are defined under applicable Canadian securities laws, such statements are being provided to describe the current anticipated potential of the Company and readers are cautioned that these statements may not be appropriate for any other purpose, including investment decisions. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, we assume no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If we update any one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. You should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. All forward-looking statements contained in this MD&A and the associated financial statements are expressly qualified in their entirety by this cautionary statement.

Proposed Transactions

The Company is continually involved in the review and evaluation of mineral projects. However, no agreements with respect to the acquisition of any such mineral projects has yet been entered into, and there can be no assurance that the Company will, in fact, be successful in entering into any such agreements or acquiring interests in any additional mineral properties, even if a formal letter of intent to proceed with formal negotiations is executed.

As at the date of this MD&A, there are no proposed transactions where the Board of Directors, or senior management who believe that confirmation of the decision by the board is probable, have decided to proceed with that have not been publicly disseminated.

Changes in Accounting Standards, Future Accounting Pronouncements and Critical Accounting Estimates

Please refer to the consolidated financial statements for the year ended December 31, 2019 and period from incorporation on December 3, 2018 to December 31, 2018 for accounting policies, future pronouncements and critical accounting estimates.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) MANAGEMENT’S DISCUSSION AND ANALYSIS For the period ended September 30, 2020

The Management’s Discussion and Analysis (“MD&A”) was prepared as of December 18, 2020 is intended to supplement and complement the Company’s condensed interim consolidated financial statements for the period ended September 30, 2020 and related notes attached thereto. Accordingly, this MD&A includes the results of operations and cash flows for the period ended September 30, 2020 and the reader must be aware that historical results are not necessarily indicative of the future performance. All amounts are reported in Canadian dollars.

Unless otherwise stated, financial results 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 Standards (“IAS”) 34, Interim Financial Reporting.

The Company’s condensed interim consolidated financial statements were prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation for the foreseeable future. The operations of the Company were primarily funded by the issue of share capital. The continued operations of the Company are dependent on its ability to develop a sufficient financing plan, receive continued financial support from related parties, complete sufficient debt or equity financing, or generate profitable operations in the future. These condensed interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

DESCRIPTION OF BUSINESS AND GOING CONCERN

World Copper Ltd. (the “Company”, “World Copper”) was incorporated under the Business Corporations Act (British Columbia) on December 3, 2018. On July 16, 2020, the Company changed its name from Wealth Copper Ltd. to World Copper Ltd. The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of precious metal resources in Chile. The Company’s head office and records office are located at #2300 - 1177 W Hastings St., British Columbia, V6E 2K3, Canada.

Although these condensed consolidated interim financial statements do not include any adjustments that may result from the inability to secure future financing, such a situation would have a material adverse effect on the Company’s business, results of operations and financial condition. These condensed consolidated interim financial statements do not include any adjustments to the carrying amount and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

Several adverse conditions cast significant doubt on the validity of this assumption. The Company incurred an operating loss of $1,347,224 (2019 - $463,002) during the nine-month period ended September 30, 2020. 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.

LC270773-1

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and physical distancing, have caused material disruption to business globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these development and the impact on the financial results and condition of the Company in future periods.

ACQUISITION OF TMI GROUP

On September 25, 2019, the Company acquired 100% of the common shares of the TMI Group which included a 100% interest in the Escalones property. As consideration, World Copper issued (i) 25,000,000 World Copper common shares of the Company valued at $2,500,000, (ii) granted to Escalones Resource Corp. (“ERC”) a 2% net smelter returns royalty on the Escalones exploration concessions (which is in addition to an existing 2% net smelter returns royalty on the Escalones exploitation concessions), (iii) paid $150,000, and (iv) is required to pay $350,000 upon closing of a private placement that is concurrent with a going public financing and paying $500,000 on the first anniversary of that financing, payable to TriMetals. As part of the transaction, World Copper incurred legal transaction costs of $150,000 and agreed to reimburse TMI Group the Escalones Property annual concession fees of $54,000 USD ($71,658 CAD).

Further, pursuant to a letter agreement (the “Side Letter”) entered into among the Company and the TMI Group, the parties to the Side Letter agreed to restrict the extent of their ability to transfer or sell shares held by them in the capital of World Copper (or the Resulting Issuer) until the earlier of (i) the fifth anniversary of the closing date of the Escalones Acquisition or (ii) the first date after such closing date on which either the Company or the TMI Group, directly or indirectly, cease to beneficially own more than 5% of the issued and outstanding common shares in the capital of World Copper (or the Resulting Issuer).

Purchase Price
Issuance of 25,000,000 shares	$	2,500,000
Cash reimbursement payable to Escalones Resources Corp.		71,658
Payable to Escalones Resources Corp.		850,000
Loan payable to third party		150,000
Transaction costs		150,000
Total Purchase Price	$	3,721,658

Purchase Price Allocation
Cash	$	79,948
Prepaids		2,329
Exploration and evaluation assets		3,967,971
Accounts payable		(52,319)
Loanpayable		(276,271)
Total Purchase Price Allocation	$	3,721,658

The fair value of the 25,000,000 common shares of the Company was determined to be $0.10 per common share, based on the concurrent private placement

LC270773-1

SHARE EXCHANGE AGREEMENT

During the year ended December 31, 2019, the Company entered into a letter agreement with Allante Resources Ltd. (“Allante”) dated June 7, 2019, whereby Allante will acquire all of the issued and outstanding World Copper common shares and continue the business of World Copper in exchange for the issuance of common shares in the capital of Allante on a one for one basis. The transaction will constitute Allante’s qualifying transaction as a Capital Pool Company, as defined by the TSX-V. It is also the intention of the parties that in connection with the GoingPublic Transaction, private placement financings by Allante will be completed in the aggregate amount of at least $5,000,000 (the “Concurrent Financing”). During the period ended September 30, 2020, subsequently amended, the Company entered into a share exchange agreement (“the agreement”), subsequently amended, with Allante for the same terms as the letter agreement dated June 7, 2019. Pursuant to the agreement, the Company agreed to settle debt in the aggregate amount of up to $320,000 to a company controlled by Joe DeVries, President of Allante by issuing up to 2,666,667 common shares immediately after closing. In addition, Gold Springs Holdings Resource Corp. (“Gold Springs”) shares in the Company shall not represent less than 30% of the issued and outstanding Company common shares immediately after the closing and Gold Springs has a right to participate in future equity financings to maintain its 30% pro rata interest in the equity of the Company.

Concurrent with the transaction (note 11 of the financial statements), World Copper will issue 13,447,824 common shares valued at $1,613,739 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement in connection with the acquisition of 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. (formerly TriMetals Mining Inc.) (“Gold Springs”) (Canada). World Copper will also issue a special warrant whereby Gold Springs will be entitled to receive up to an additional 23,198,423 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 World Copper warrants are exercised.

MINERAL PROPERTIES

	Escalones Property, Chile Cristal Property, Chile Total
Acquisition costs capitalized Balance, December 31, 2018 Acquisition Additions Balance, December 31, 2019 Additions	$ -- $ -- $ - 3,967,972 - 3,967,972 - 85,047 85,047
	3,967,972 85,047 4,053,019 131,901 131,901
Balance, September 30, 2020	$3,967,972 $ 216,948 $ 4,184,920
Exploration and evaluation expenses Consulting	$54,595 $- $54,595
Period ended September 30, 2019	$54,595 $ - $ 54,595
Exploration and evaluation expenses Consulting Roads & Trenches	$ 225,614 $ - $225,614 3,836 - 3,836
Period ended September 30, 2020	$ 229,450 $ - $229,450

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Escalones Property, Chile

During the year ended December 31, 2019, the Company acquired a 100% option on the Escalones property. During the year ended December 31, 2019, the Company issued 500,000 common shares and made payments in the amount of USD$200,000 to the underlying property owner on behalf of TMI Group’s option payment. The remaining payments required to earn 100% interest in the Escalones property are as follows:

i) paying USD$60,000 on or before June 30, 2020 (paid subsequently);
ii) paying USD$140,000 on or before December 31, 2020;
iii) paying USD$300,000 on or before June 30, 2021;
iv) paying USD$500,000 on or before June 30, 2022;
v) paying USD$500,000 on or before June 30, 2023;
vi) paying USD$3,000,000 on or before June 30, 2024.

The Company is subject to grant a 2% net smelter returns royalty (“NSR”) on the Escalones exploration concessions.

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. whereby World Copper obtained the right, title, benefit, and interest in and to an option agreement in respect of the Cristal property. As consideration for the assignment, issued Wealth Minerals Ltd., a related company, 50,000 common shares with a fair value of $18,500. To date, the Company has made cash payments of $150,000 towards the option.

Wealth Copper is required to make the remaining payments 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 (USD$100,000 paid in August 2020).

iii) paying USD $500,000 on or before second anniversary of closing.

iv) paying USD $700,000 on or before third anniversary of closing.

v) paying USD $3,000,000 on or before fourth anniversary of closing.

The underlying Cristal Property owner retains a 3% net smelter returns (“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 Condor Resources Inc. 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 World Copper Chile – 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.

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FORWARD-LOOKING STATEMENTS

‐ Certain information in this MD&A, including all statements that are not historical facts, constitutes forward looking ‐ information within the meaning of applicable Canadian securities laws. Such forward looking information may include, but is not limited to, information which reflect management’s expectations regarding the Company’s future growth, results of operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities. Often, this information includes words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

‐ In making and providing the forward looking information included in this MD&A the Company’s assumptions may include among other things: (i) assumptions about the price of metals; (ii) that there are no material delays in the optimisation of operations at the exploration and evaluation assets; (iii) assumptions about operating costs and expenditures; (iv) assumptions about future production and recovery; (v) that there is no unanticipated fluctuation in foreign exchange rates; and (vi) that there is no material deterioration in general economic conditions. Although management believes that the assumptions made and the expectations represented by such information are ‐ reasonable, there can be no assurance that the forward looking information will prove to be accurate. By its nature, forward‐looking information is based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or results, to be materially ‐ different from future results, performance or achievements expressed or implied by such forward looking information. Such risks, uncertainties and other factors include among other things the following: (i) decreases in the price of base precious metals; (ii) the risk that the Company will continue to have negative operating cash flow; (iii) the risk that additional financing will not be obtained as and when required; (iv) material increases in operating costs; (v) adverse fluctuations in foreign exchange rates; and (vi) environmental risks and changes in environmental legislation.

This MD&A (See “Risks and Uncertainties”) contains information on risks, uncertainties and other factors relating to the forward‐looking information. Although the Company has attempted to identify factors that would cause actual ‐ actions, events or results to differ materially from those disclosed in the forward looking information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Also, many of the factors are beyond the Company’s control. Accordingly, readers should not place undue reliance on forward‐looking information. The Company undertakes no obligation to reissue or update forward looking information as a result of new information or events after the date of this MD&A except as may be required ‐ by law. All forward looking information disclosed in this document is qualified by this cautionary statement.

RESULTS OF OPERATIONS

During the nine months ended September 30, 2020, the Company incurred a loss of $1,347,224 (2019 – $463,002). An explanation of some of the significant differences between the current and prior periods is as follows. The increases are due to increased activity as a result of the Company acquiring the TMI Group of companies and the Escalones option agreement subsequent to the comparative June 30, 2019 period. In addition, the Company spent significant costs subsequent to June 30, 2019 relating to the Allante transaction. These events describe the increases below:

For the nine-month period ended September 30, 2020:

i) Consulting of $364,862 (2019 - $87,205).
ii) Exploration and evaluation costs of $229,450 (2019 - $54,595). iii) Accretion of $24,746 (2019 - $Nil).
iv) Office and miscellaneous of $222,327 (2019 - $3,706).
v) Professional fees of $419,098 (2019 - $297,026).
vi) Shareholder communications of $79,657 (2019 - $13,755).
vii) Transfer agent and regulatory fees $978 (2019 - $Nil).
viii) Travel of $13,730 (2019 - $8,566).
5 -

LC270773-1

For the three-month period ended September 30, 2020:

i) Consulting of $57,582 (2019 - $87,205).
ii) Exploration and evaluation costs of $115,658 (2019 - $41,809).
iii) Accretion of $24,746 (2019 - $Nil).
iv) Office and miscellaneous of $111,662 (2019 - $1,073).
v) Professional fees of $198,171 (2019 - $160,701).
vi) Shareholder communications of $32,656 (2019 - $7,580). vii) Transfer agent and regulatory fees $978 (2019 - $Nil). viii) Travel of $11,584 (2019 - $6,955).

S UMMARY OF QUARTERLY RESULTS

		September 30,		June 30,		March 31,		December 31,
		2020		2020		2020		2019
Total revenue	$	-	$	-	$	-	$	-
Net loss for the period	$	(551,140)	$	(436,784)	$	(359,300)	$	(218,789)
Basic and diluted loss per share	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)
Total assets	$	5,163,412	$	4,274,985	$	4,127,694	$	4,229,692
Total long-term liabilities	$	500,000	$	500,000	$	500,000	$	-

							For the period	For the period
								from
								December 3,
								2018 to
		September 30,		June 30,		March 31,		December 31,
		2019		2019		2019		2018
Total revenue	$	-	$	-	$	-	$	-
Net loss for the period	$	(303,941)	$	(146,070)	$	(12,991)	$	-
Basic and diluted loss per share	$	(0.01)	$	(0.01)	$	(0.00)	$	(0.00)
Total assets	$	4,380,636	$	1	$	1	$	1
Total long-term liabilities	$	-	$	-	$	-	$	-

Net loss for the quarter ended September 30, 2020 was $551,140 (June 30, 2020 - $436,784). The increase over the prior three-month period was primarily as a result of exploration and evaluation expenditures on the company’s properties, professional fees relating to equity financings and the Company’s exploration properties and an increase in associated office costs.

Net loss for the quarters ended September 30, 2020, June 30, 2020, March 31, 2020, December 31, 2019 and September 30, 2019 increased as a result of increased costs associated with the acquisition of the TMI Group on September 25, 2019, which included the acquisition of the Escalones option agreement. These costs were mostly related to legal fees and audit fees. The Company also increased its efforts to raise market awareness, which increased consulting fees.

Net loss for the quarter ended June 30, 2019 were primarily legal fees relating to the Allante agreement.

LC270773-1

TRANSACTIONS WITH RELATED PARTIES

Key management personnel compensation during the period ended September 30, 2020 and 2019 was as follows:

i) Consulting fees paid or accrued to a corporation owned by the director and former CEO, namely Henk Van Alpen of $24,000 (2019 - $15,000).
ii) Consulting fees paid or accrued to a director, namely Patrick Burns, of $155,231 (2019 - $59,757). iii) Professional fees for accounting services of $37,875 (2019 - $Nil) paid to a partnership in which the CFO, namely Dave Cross, has an interest.
iv) Consulting fees paid or accrued to a corporation owned by Marla Ritchie for Corporate secretary services of $15,000 (2019 - $Nil).

	September 30,	September 30,	September 30,	September 30,
		2020		2019
Management fees,included in consultingfees	$	232,106	$	74,757

The amounts due to the related parties are as follows:

unts due to the related parties are as follows:
	September 30,		September 30,
		2020		2019
Due to company owned by a director and former CEO	$	2,915	$	734
Due to partnership in which the former CFO has an interest		19,163		4,147
Due to the President and CEO		134,920		39,807
Due to company owned by the corporate secretary		2,625		8,134
Due to Wealth Minerals, a Company related by a common director		127,070		217,741
	$	286,693	$	270,563

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

During the period ended September 30, 2020, the Company entered into a loan agreement with a related party whereby the Company received a loan of $170,000 repayable by December 26, 2021 with an interest of 8% per annum compounded annually. The Company repaid the loan on July 29, 2020. The Company also issued 1,700,000 bonus warrants exercisable into common shares at a price of $0.10 until June 26, 2022. For accounting purposes, the loan noted above is a compound instrument and was 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 a discount rate of 20% to estimate the fair value of the liability component of $145,254 with the remaining balance of $24,746 representing the equity component.

LC270773-1

LIQUIDITY AND CAPITAL RESOURCES AND CAPITAL EXPENDITURES

At September 30, 2020, the Company has a deficit of $2,029,015 (December 31, 2019 - $681,791) and a working capital deficit of $91,490 (December 31, 2019 - $1,395,809). Subsequent to September 30, 2020, the Company raised $185,865.

During the nine months ended September 30, 2020, the Company had the following cash flows:

i) Cash flows used in operating activities of $1,239,167 (2019 - $519,521). Operating cash flows are due to day to day operations as detailed on the statement of financial position, adjusted for non-cash items and changes in non-cash working capital items.
ii) Cash used in investing activities used in investing activities of $131,901 (2019 - $Nil). The Company spent cash on exploration stage option agreements in 2019, but none in 2020.
iii) Cash provided by financing activities of $2,108,698 (2019 - $814,000). These cash inflows were a result of incoming funds from private placements net of share issuance costs.

From January 1, 2019 to December 18, 2020, the Company had the following share capital transactions:

i) issued 8,140,000 common shares at $0.10 per share for gross proceeds of $814,000 by way of a private placement.
ii) issued 500,000 common shares at $0.05 per share for a total fair value of $25,000 to underlying property owner of Escalones property.
iii) issued 25,000,000 common shares at $0.10 per share for a total fair value of $2,500,000 towards the acquisition of TMI Group.
iv) issued 21,879,000 units at $0.10 per share for gross proceeds of $2,187,900. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years. The Company issued 1,092,000 finder fee warrants with a 2-year term exercisable at $0.20.
v) issued 1,500,000 units at $0.10 to settle a loan payable of $150,000. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years.
vi) issued 1,858,655 units at $0.10 per share for gross proceeds of $185,865. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

ACCOUNTING POLICIES AND FUTURE ACCOUNTING POLICIES

Please refer to the September 30, 2020 condensed interim consolidated financial statements for details on accounting policies adopted in the period as well as future accounting policies.

FINANCIAL INSTRUMENTS AND FINANCIAL RISK

The Company’s financial instruments consist of cash, accounts receivable, and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted. See Note 8 of the Company’s interim consolidated financial statements for period ended September 30, 2020 for a discussion of the Company’s risk exposure and the impact thereof on the Company’s financial instruments.

The Company’s cash at September 30, 2020 was $904,342 and was primarily held at a major Canadian financial institution. The Company is subject to financial risk arising from fluctuations in foreign currency exchange rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

LC270773-1

DISCLOSURE OF OUTSTANDING SHARE DATA (as at December 18, 2020)

Authorized Capital

Unlimited common shares without par value

Issued and Outstanding Capital

83,877,655 shares outstanding Issued and Outstanding Warrants

28,029,655 warrants outstanding

LC270773-1

SCHEDULE "E"

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE RESULTING ISSUER

See attached.

LC271077-1

ALLANTE RESOURCES LTD.

Pro Forma Consolidated Financial Statements

July 31, 2020

(Unaudited)

(Expressed in Canadian Dollars, unless otherwise stated)

LC271428-1

ALLANTE RESOURCES LTD. PRO FORMA STATEMENT OF FINANCIAL POSITION July 31, 2020

(Unaudited - Expressed in Canadian Dollars)

Allante Resources Ltd. July 31, 2020 World Copper Ltd. September 30, 2020 Pro Forma Adjustments Notes	Consolidated Pro Forma
Assets Current Cash $ 60 $ 904,342 $ (115,000) 3(b) 138,187 3(d) 2,900,000 3(e) (232,000) 3(e) Receivables - 34,150 - Prepaids - 40,000 -	$ 3,595,589 34,150 40,000
Total Current Assets 60 978,492 2,691,187 Exploration and evaluation assets - 4,184,920 1,613,739 3(f)	3,669,739 5,798,659
Total Assets $ 60 $ 5,163,412 $ 4,304,926	$ 9,468,398
Liabilities Current Accounts payable $ 426,647 $ 549,300 $ (320,000) 3(c) Due to TriMetals - 421,658 - Due to Wealth Minerals Ltd. - 99,024 -	$ 655,947 421,658 99,024
426,647 1,069,982 (320,000) Non-Current - 500,000 -	1,176,629 500,000
Total Liabilities 426,647 1,569,982 (320,000)	1,676,629
Shareholders' equity (deficiency) Share capital (Note 4) 1,150,701 5,481,553 (1,150,701) 3(a) 480,072 3(a) 320,000 3(c) 185,865 3(d) 2,900,000 3(e) (232,000) 3(e) (94,855) 3(e) 1,613,739 3(f) Subscriptions received in advance - 47,678 (47,678) 3(d) Share-based payment reserves 109,725 68,468 (109,725) 3(a) 94,855 3(e) Equity portion of compound instruments - 24,746 Deficit (1,687,013) (2,029,015) 1,687,013 3(a) (906,659) 3(a) (115,000) 3(b)	10,654,374 - 163,323 24,746 (3,050,674)
TotalShareholders’ Equity (Deficiency) (426,587) 3,593,430 4,624,926	7,791,769
Total Liabilities and Shareholders’ Equity (Deficiency) $ 60 $ 5,163,412 $ 4,304,926	$ 9,468,398

LC271428-1 The accompanying notes are an integral part of these pro forma consolidated financial statements

ALLANTE RESOURCES LTD . NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS July 31, 2020 (Unaudited - Expressed in Canadian Dollars)

1) BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated financial statements have been prepared by the management of Allante Resources Ltd. (“Allante” or the “Company”), a capital pool company, for inclusion in the Allante Filing Statement in connection with the definitive agreement to acquire 100% of the issued and outstanding shares of World Copper Ltd. (“World Copper”) a private mineral exploration company. Pursuant to the agreement, following completion of the transaction, World Copper shareholders will own approximately 94% of the combined company resulting in the shareholders of World Copper controlling Allante. Accordingly the transaction will be considered a reverse takeover transaction (“RTO”). The pro forma consolidated statement of financial position has been prepared assuming the acquisition had occurred on July 31, 2020.

These unaudited proforma consolidated financial statements have been prepared in accordance with accounting policies consistent with International Financial Reporting Standards (“IFRS”). The proforma consolidated financial statements has been prepared from and should be read in conjunction with, the following historical information prepared in accordance with IFRS and applicable securities regulations:

1) the audited financial statements of Allante as at and for the years ended July 31, 2020 and 2019; and
2) the audited consolidated financial statements of World Copper as at and for the year ended December 31, 2019 and 2018, and
3) unaudited condensed interim consolidated financial statements of World Copper as at and for the nine month periods ended September 30, 2020 and 2019.

It is management’s opinion that these pro forma consolidated financial statements include all adjustments necessary for the fair presentation of the transactions described herein and are in accordance with IFRS applied on a basis consistent with the Company’s accounting policies. The pro forma consolidated financial statement is not intended to reflect the results of the financial position of Allante which would have actually resulted had the transactions been effected on the dates indicated. Furthermore, the unaudited pro forma consolidated financial information is not necessarily indicative of the results of operations that may be obtained in the future. Actual amounts recorded upon consummation of the transactions will differ from those recorded in the unaudited pro forma consolidated financial statements and the differences may be material.

2) WORLD COPPER ACQUISITION

Upon completion of the acquisition every one (1) World Copper share held by the World Copper shareholders will be exchanged for one resulting issuer share, with an aggregate of 124,158,812 World Copper shares being issued.

The transaction will constitute an RTO under the policies of the TSX Venture Exchange (the “Exchange”). Although Allante will be regarded as the parent and continuing company, World Copper will be the acquirer for accounting purposes. Consequently, World Copper will be deemed to be a continuation of the reporting entity, and control of the assets and operations of the Company will be deemed to have been acquired in consideration for the issuance of the Company’s shares to the former shareholders of World Copper. At the time of this transaction, the Company did not constitute a business as defined under IFRS 3 Business Combination; therefore, the transaction is accounted for under IFRS 2 Share-Based Payment, where the difference between the consideration given to acquire the Company and the net asset value of the Company is recorded as a listing expense.

LC271428-1 3

ALLANTE RESOURCES LTD . NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS July 31, 2020 (Unaudited - Expressed in Canadian Dollars)

3) PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

The following are the pro forma assumptions and adjustments relating to the acquisition of World Copper:

a) The net assets acquired pursuant to the acquisition are as follows:

Total Purchase Consideration 4,000,600 shares at $0.12per shareprivateplacement	$ 480,072
Allocation of Purchase Consideration Cash Accounts payable and accrued liabilities Net liabilities acquired Listing fee Total	$ 60 (426,647)
	(426,587) 906,659
	$ 480,072

The fair value of the 4,000,600 common shares of Allante was determined to be $0.12 per common share, based on the market value on the assumed date of the RTO transaction.

For the purposes of preparing the unaudited consolidated pro forma financial statements, the net assets acquired are measured at estimated fair values at July 31, 2020. A final determination of fair values and consideration given will be based on the actual assets and liabilities that exist at closing date and on actual share prices in effect at that time. Accordingly, the estimated fair values of assets and liabilities reflected in the table above are preliminary and subject to change pending additional information and facts that may become be known at the closing date.

As a result of the reverse acquisition, the pro-forma consolidated statement of financial position has been adjusted for the elimination of the Company’s share capital, reserve and deficit.

b) Estimated transaction costs in the amount of $115,000, primarily as a result of professional fees and filing fees.
c) Concurrent with the transaction, pursuant to the share exchange agreement, $320,000 of Allante debt will be settled by issuing 2,666,666 common shares.
d) Subsequent to September 30, 2020, but prior to the transaction World Copper issued 1,858,655 units at $0.10 per share for gross proceeds of $185,865 of which $47,678 had been received in advance. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 for 5 years (see 3(g))..
e) Concurrent with the transaction, World Copper expects to complete a minimum private placement of 24,166,667 common shares at $0.12 per share, for proceeds of $2,900,000. In connection with this financing, World Copper expects to pay finders’ fees of 8% cash ($232,000), and 1,933,333 finders’ warrants. Each warrant will be exercisable into a common share of World Copper at $0.20 per share for a period of 24 months (see 3(g)). The finders’ warrants were valued at $94,855 using the Black-Scholes option pricing model, with a volatility of 125%, expected life of 2 years, and discount rate of 1%.

LC271428-1 4

ALLANTE RESOURCES LTD . NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS July 31, 2020 (Unaudited - Expressed in Canadian Dollars)

3) PRO FORMA ASSUMPTIONS AND ADJUSTMENTS (continued)

f) Concurrent with the transaction, World Copper will issue 13,447,824 common shares valued at $1,613,739 to Gold Springs to maintain its 30% pro-rata interest rights per a share exchange agreement in connection with the acquisition of 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. (formerly TriMetals Mining Inc.) (“Gold Springs”) (Canada). World Copper will also issue a special warrant whereby Gold Springs will be entitled to receive up to an additional 23,198,423 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 World Copper warrants are exercised.

The remaining consideration under the dilution agreement as noted above is based on a contingent event whereby the additional shares (under the special warrants) will be issued on further dilution if any of the warrants issued on the private placements currently issued or on the additional warrants issued on a concurrent financing as noted in 3(e).

g) Valuation of equity units issued in private placements:
The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to common shares issued in the private placements at their fair value, as determined by the trading price on the announcement date. The balance, if any, is allocated to the warrants. Any fair value attributed to the warrants is recorded in reserves. Warrants issued as finders fees in the private placement are accounted for in accordance with IFRS 2 and are measured using the Black-Scholes pricing model (see 3(d) and 3(e)).

4) SHARE CAPITAL

Authorized

Unlimited common shares without par value

Share capital as at July 31, 2020 in the unaudited pro-forma consolidated financial statements is comprised of the following:

				Share-based	Subscriptions	Subscriptions
	Note	Number of		payment	received in
		Shares	Capital Stock	reserve and	advance
				Equity Portion
				of Compound
				Instruments
Authorized
Unlimited common shares without par value
Issued
Balance as at July 31, 2020 – Allante		4,000,600	$ 1,150,701	$ 109,725	$	-
Balance as at September 30, 2020 – World Copper		82,019,000	5,481,553	93,214	47,678
Elimination of pre-acquisition share capital of Allante	3(a)	(4,000,600)	(1,150,701)	(109,725)		-
Common shares issued per reverse takeover	3(a)	4,000,600	480,072	-		-
Shares issued for debt	3(c)	2,666,666	320,000	-		-
Private placement of World Copper	3(d)	1,858,655	185,865	-	(47,678)
Private placement of World Copper	3(e)	24,166,667	2,900,000	-		-
Finders fees and agents warrants	3(e)	-	(326,855)	94,855		-
Shares issued for Gold Springspro-rata rights	3(f)	13,447,824	1,613,739	-		-
		128,159,412	$10,654,374	$188,069	$	-

LC271428-1 5

ALLANTE RESOURCES LTD . NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS July 31, 2020 (Unaudited - Expressed in Canadian Dollars)

5) INCOME TAXES

No value has been ascribed to any acquired tax loss carry forwards obtained by Allante as part of the acquisition of World Copper, as the Company is an early stage company, and it is not known whether sufficient future taxable profits will be available to utilize these losses prior to expiry.

The effective tax rate applicable to the consolidated operations will be 26%.

LC271428-1 6

SCHEDULE "F"

ESCALONES EXPLOITATION CONCESSIONS

	NAME	HOLDER	TYPE	LOCATION	COMMUNE	NATION AL ROLE	COURT FILE	COURT	STATUS	HA
1	LOS ESCALONES 1, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303038 9-8	V-7273	1º PUENTE ALTO	CONSTITUT ED	300
2	LOS ESCALONES 2, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303039 0-1	V-7274	1º PUENTE ALTO	CONSTITUT ED	300
3	LOS ESCALONES 3, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303039 1-K	V-7275	1º PUENTE ALTO	CONSTITUT ED	300
4	LOS ESCALONES 4, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303039 2-8	V-7276	1º PUENTE ALTO	CONSTITUT ED	300
5	LOS ESCALONES 5, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303039 3-6	V-7277	1º PUENTE ALTO	CONSTITUT ED	300
6	LOS ESCALONES 6, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303039 4-4	V-7278	1º PUENTE ALTO	CONSTITUT ED	300
7	ESCALONES 7, 1/54	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303063 6-6	V-3590- 1996	1º PUENTE ALTO	CONSTITUT ED	270
8	ESCALONES 8, 1/40	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303065 2-8	V-3620- 1996	1º PUENTE ALTO	CONSTITUT ED	200
9	ESCALONES 8, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303063 7-4	V-100- 1996	1º PUENTE ALTO	CONSTITUT ED	300
10	ESCALONES 9, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303063 8-2	V-99- 1996	1º PUENTE ALTO	CONSTITUT ED	300
11	ESCALONES 10, 1/60	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303063 9-0	V-98- 1996	1º PUENTE ALTO	CONSTITUT ED	300
12	ESCALONES 12, 1/40	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303065 3-6	V-3621- 1996	1º PUENTE ALTO	CONSTITUT ED	200
13	ESCALONES 13, 1/20	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303065 4-4	V-3619- 1996	1º PUENTE ALTO	CONSTITUT ED	100
14	ESCALONES 14, 1/40	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303064 0-4	V-94- 1996	1º PUENTE ALTO	CONSTITUT ED	200
15	ESCALONES 15, 1/40	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303064 1-2	V-93- 1996	1º PUENTE ALTO	CONSTITUT ED	200

LC271438-1

	NAME	HOLDER	TYPE	LOCATION	COMMUNE	NATION AL ROLE	COURT FILE	COURT	STATUS	HA
16	ESCALONES 16, 1/40	BOEZIO HEIRS	EXPLOITATION	CORDON LOS ESCALONE S	SAN JOSE DE MAIPO	13303064 2-0	V-92- 1996	1º PUENTE ALTO	CONSTITUT ED	200
17	PUENTE RATONES 1/26	BOEZIO HEIRS	EXPLOITATION	PUENTE RATONES	SAN JOSE DE MAIPO	13303066 9-2	V-50- 1997	1º PUENTE ALTO	CONSTITUT ED	219
18	RÍO CLARO 1/30	BOEZIO HEIRS	EXPLOITATION	RIO MAIPO	SAN JOSE DE MAIPO	13303067 0-6	V-49- 1997	1º PUENTE ALTO	CONSTITUT ED	300
19	CERRO NEGRO 1/20	BOEZIO HEIRS	EXPLOITATION	RIO NEGRO	SAN JOSE DE MAIPO	13303072 1-4	V-336- 1997	1º PUENTE ALTO	CONSTITUT ED	100

LC271438-1

CERTIFICATE OF THE COMPANY

Dated December 22, 2020.

The foregoing constitutes full, true and plan disclosure of all material facts relating to the securities of the Company assuming completion of the Acquisition.

"Joe DeVries" JOE DEVRIES Chief Executive Officer

"Richard Barnett" RICHARD BARNETT Chief Financial Officer

BY ORDER OF THE BOARD OF DIRECTORS OF ALLANTE RESOURCES LTD.

"Ron Hughes" RON HUGHES Director

"Drew Maness" DREW MANESS Director

LC272133-1

CERTIFICATE OF WORLD COPPER LTD.

Dated December 22, 2020.

The foregoing, as it relates to World Copper, constitutes full, true and plan disclosure of all material facts relating to the securities of World Copper.

"Patrick James Burns" "Sead Hamzagic" PATRICK JAMES BURNS SEAD HAMZAGIC Chief Executive Officer Chief Financial Officer

BY ORDER OF THE BOARD OF DIRECTORS OF WORLD COPPER LTD.

"Hendrik van Alphen" "Matias Herrero" HENDRIK VAN ALPHEN MATIAS HERRERO Director Director

LC272133-1

ACKNOWLEDGEMENT – PERSONAL INFORMATION

" Personal Information " means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement/information circular that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of Exchange Form 3B1/3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Exchange Form 3B1/3B2; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

WORLD COPPER LTD.

By: "Joe DeVries"

Name: Joe DeVries Title: Chief Executive Officer & President

LC272133-1

AI assistant

World Copper Ltd. — M&A Activity 2020

45949_rns_2020-12-23_45b63c38-24f9-49d5-aaca-6bd1aa5e992d.pdf

FILING STATEMENT

OF

Allante Resources Ltd.

TABLE OF CONTENTS

SCHEDULES

CONSENTS AND CERTIFICATES

GLOSSARY OF TERMS

FORWARD LOOKING STATEMENTS

INFORMATION CONCERNING THE COMPANY

INFORMATION CONCERNING WORLD COPPER

DATE OF INFORMATION

SUMMARY

The Parties

The Company

World Copper

The Acquisition

Financing

Escrow Restrictions

Changes to Board and Management of the Company

Interest of Insiders, Promoters or Control Persons

Arm's Length Transaction

Available Funds

Notes:

Selected Financial Information

Market for Securities

Sponsorship

See " Information Concerning the Resulting Issuer – Sponsorship and Agency Relationship ".

Conflicts of Interest

Please see "Information Concerning the Resulting Issuer – Conflicts of Interest".

Interests of Experts

Risk Factors

Conditional Approval

Shareholder Approval

RISK FACTORS

Completion of the Acquisition

Exploration, Development and Production Risks

Substantial Capital Requirements

Political Risk

Competition

Volatility of Mineral Prices

Cyclical Nature of Mining

Trading Price of the Company Shares

Environmental Risks

Chilean Environmental Regulation

Access to World Copper's Properties

Regulatory Matters

Foreign Operations

Uncertainty of Reserve and Resource Estimates

General Economic Conditions

Pandemics, Natural Disasters, Terrorism or other Unforeseen Events

Key Personnel

Conflicts of Interest

Dividends

Permits and Licenses

Assurance of Rights and Title

History of Net Losses

Currency Fluctuations

Uninsured Risks

Contractual Risk

Unforeseen Expenses

THE ACQUISITION

The Acquisition

Share Exchange Agreement

Covenants

Conditions to the Acquisition

Representations and Warranties

Termination of the Share Exchange Agreement

Standstill Period

Gold Springs Rights

Financing

Escrow Restrictions

Directors and Management

INFORMATION CONCERNING THE COMPANY

Corporate Structure

General Development of the Business

Selected Consolidated Financial Information and MD&A

MD&A

World Copper Ltd. M&A Activity 2020