World Copper Ltd. — M&A Activity 2025

Nov 7, 2025

Form 51-102F3
Material Change Report

1. Name and Address of Company

World Copper Ltd. (the "Company" or "World Copper")

1570 – 200 Burrard Street

Vancouver, British Columbia
V6C 3L6

1. Date of Material Change

October 30, 2025.

1. News Release

A news release was disseminated on October 30, 2025 via Newsfile Corp., and was filed on SEDAR+.

1. Summary of Material Change

On October 30, 2025, the Company announced the completion of the previously announced transaction with Edge Copper Corporation (formerly Plata Latina Minerals Corporation) ("Edge Copper") whereby, pursuant to an arrangement agreement dated July 22, 2025 between the Company and Edge Copper, Edge Copper acquired from the Company (i) all of the issued and outstanding shares in the capital of Zonia Holdings Corp. ("Zonia Holdings"), formerly a wholly-owned subsidiary of the Company that holds, through Cardero Copper (USA) Ltd. ("Cardero"), the Zonia copper project (the "Zonia Project") located in the Walnut Grove mining district of Yavapai County, Arizona, and (ii) certain intercompany debt of Zonia Holdings, by way of a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Transaction"). Under the terms of the Transaction, World Copper received $10.5 million in cash (the "Cash Consideration") and an aggregate of 37,820,374 common shares of Edge Copper (each, an "Edge Copper Share"), after giving effect to a three-to-one consolidation of the Edge Copper Shares (the "Consolidation") resulting in World Copper and its shareholders owning approximately 31.3% of Edge Copper, on a non-diluted basis, immediately following closing of the Transaction and the completion of a concurrent financing for gross proceeds of approximately $17.0 million completed by Edge Copper (the "Share Consideration").

Following the completion of the Transaction, in addition to receiving Edge Copper Shares, World Copper shareholders will continue to hold their interest in World Copper in the form of New World Copper Shares (as defined below).

1. Full Description of Material Change

On October 30, 2025, the Transaction closed and Edge Copper acquired the Company's 100% interest in the Zonia Project through the acquisition of (i) all of the issued and outstanding shares in the capital of Zonia Holdings, formerly a wholly owned subsidiary of World Copper that holds the Zonia Project through Cardero, and (ii) certain intercompany debt of Zonia Holdings, for consideration of the Cash Consideration and the Share Consideration.

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As part of the Transaction:

• the authorized share structure of the Company was deemed to be reorganized and the Notice of Articles and Articles of the Company were deemed to be amended (the "Capital Reorganization") as follows:

• all of the issued and unissued common shares of World Copper (each, a "World Copper Share") were renamed and redesignated as "World Copper Class A Shares" with new rights, privileges, restrictions and conditions; and

• a new class of shares consisting of an unlimited number of common shares of the Company without par value referred to as the "New World Copper Shares" were created (each, a "New World Copper Share") with rights, privileges, restrictions and conditions identical to those of the World Copper Shares immediately prior to the Transaction becoming effective;

• each World Copper Class A Share that was issued and outstanding immediately following the Capital Reorganization was deemed to be exchanged (the "World Copper Share Exchange") for (i) one New World Copper Share; and (ii) approximately 0.1248 of an Edge Copper Share (the "Exchange Ratio"), on a post-Consolidation basis; and

• following the World Copper Share Exchange, all of the issued World Copper Shares were cancelled, and the authorized share structure was amended by deleting the World Copper Class A Shares and the rights, privileges, restrictions and conditions attached thereto.

As a result of the World Copper Share Exchange, trading in the World Copper Shares was halted, pending delisting from the TSX Venture Exchange ("TSXV") at the close of business on October 30, 2025. The New World Copper Shares were listed and commenced trading on the TSXV at the market opening on October 31, 2025 with the CUSIP and ISIN numbers 98144X108 and CA98144X1087, respectively.

Under the Transaction, holders of World Copper warrants received replacement warrants to acquire, in lieu of one World Copper Share for each World Copper warrant, a fraction of an Edge Copper Share determined on the basis of the Exchange Ratio (the "Edge Copper Replacement Warrants"). The Edge Copper Replacement Warrants are exercisable until their respective expiry dates and feature terms that are otherwise the same as the terms of the World Copper warrants in effect immediately prior to the closing of the Transaction, subject to adjustments corresponding to the Exchange Ratio. In addition, under the Transaction, certain holders of World Copper options received replacement options to acquire, in lieu of one World Copper Share for each World Copper option, a fraction of an Edge Copper Share determined on the basis of the Exchange Ratio (the "Edge Copper Replacement Options"). The Edge Copper Replacement Options are exercisable until the earlier of their respective expiry dates and 15 months from closing, and feature terms that are otherwise the same as the terms of the World Copper options in effect immediately prior to the closing of the Transaction.

In connection with the Transaction, Edge Copper provided bridge financing to World Copper pursuant to the terms of a bridge loan agreement dated July 22, 2025 in an aggregate principal amount of $600,000 (the "Bridge Loan"). Advances of the Bridge Loan were made in two tranches

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consisting of an initial advance of $400,000 and a subsequent advance of $200,000. Upon the closing of the Transaction, all amounts owing by World Copper under the Bridge Loan were set off against the Cash Consideration, with accrued interest reduced to nil.

Further information on the Transaction can be found in the Joint Management Information Circular of Edge Copper and World Copper dated September 12, 2025, filed on the Company's SEDAR+ profile at www.sedarplus.ca.

1. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

1. Omitted Information

Not applicable.

1. Executive Officer

Sead Hamzagic
Chief Financial Officer
Telephone: (604) 638-3287

1. Date of Report

November 7, 2025.

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