World Copper Ltd. — Management Reports 2021

Aug 27, 2021

WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

INTRODUCTION

This Management Discussion & Analysis (“MD&A”) for World Copper Ltd. (the “Company” or “World Copper”) for the period ended June 30, 2021 has been prepared by management, in accordance with the requirements of National Instrument 51-102, as of August 26, 2021, and compares its financial results for the period ended June 30, 2021. This MD&A provides a detailed analysis of the business of Wealth and should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes for the period ended June 30, 2021, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020. The Company’s reporting currency is the Canadian dollar, and all monetary amounts in this MD&A are expressed in Canadian dollars unless otherwise stated. References to “US$” are to United States dollars. The Company is presently a “venture issuer” as defined in NI 51-102.

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 optimization 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.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

Caution Regarding Adjacent or Similar Exploration and Evaluation Assets

This MD&A contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine. The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the “SEC”) set forth in the SEC’s Industry Guide 7 (“SEC Industry Guide 7”) strictly prohibit information of this type in documents filed with the SEC.

All readers are cautioned that the Company has no interest in or rights to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties, and any production therefrom or economics with respect thereto, are not indicative of mineral deposits on the Company’s properties or the potential production from, or cost or economics of, any future mining of any of the Company’s mineral properties.

Caution Regarding Historical Results

Historical results of operations and trends that may be inferred from the discussion and analysis in this MD&A may not necessarily indicate future results from operations. In particular, the current state of the global securities markets may cause significant reductions in the price of the Company’s securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations, thus resulting in the Company losing its rights to some or all of its mineral properties. See “Risk Factors”.

All of the Company's public disclosure filings, including its most recent material change reports, press releases and other information, may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s exploration and evaluation assets.

Qualified Persons

John Drobe, P.Geo., a qualified person as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), has reviewed the scientific and technical information that forms the basis for the technical disclosure in this MD&A with respect to the Escalones and Cristal Properties, and has approved the disclosure with respect thereto herein. Mr. Drobe is not independent of the Company, as he is a consultant.

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

Although the interim consolidated 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. The interim consolidated 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 $2,921,699 during the period ended June 30, 2021 (December 31, 2020 - $1,969,763). 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.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

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 cash flow from operations to 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.

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.

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. During the year ended December 31, 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 2,666,666 common shares immediately after closing.

Concurrent with the transaction, the Company will issue 14,675,595 common shares valued at $1,761,071 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, which included a 100% interest in the Escalones property from Gold Springs Resource Corp. The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 24,446,702 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.

ACQUISITION OF ALLANTE RESOURCES LTD

As described in Note 1, on January 15, 2020, World Copper (“the Company”) completed the qualifying transaction with Allante Resources Ltd. (“Allante”). As consideration for the acquisition, the Company issued a total of 4,000,599 common shares to the shareholders of Allante.

The transaction constituted a reverse takeover (“RTO”) under the policies of the TSX Venture Exchange (the “Exchange”). Although Allante will be regarded as the parent and continuing company, the Company will be the acquirer for accounting purposes. Consequently, the Company is deemed to be a continuation of the reporting entity, to have control of the assets and operations of Allante which is deemed to have been acquired in consideration for the issuance of the Company’s shares to the former shareholders of Allante. At the time of this transaction, Allante did

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

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 Allante and the net asset value of the Company is recorded as a listing expense.

The following are the assumptions and adjustments relating to the acquisition of Allante:
Total Purchase Consideration 4,000,599 shares at $0.12 per share private placement	$480,072
Allocation of Purchase Consideration Assets Current Cash Input tax credits Total assets Liabilities Current Accounts payable and accrued liabilities Loan payable Total liabilities Net liabilities acquired Listing fee Total	$ 382 1,205
	1,587
	456,571 12,500
	469,071
	(467,484) 947,556
	$ 480,072

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).

The following table summarizes the obligations outstanding as at June 30, 2021:

Obligations:	June 30, 2021 December 31, 2020
Payment due upon closing of concurrent financing Reimbursement owed for annual concession fee Current Obligations Payment due upon first anniversary of closing of concurrent financing (January 15, 2022) Total Obligations	$ - $ 350,000 - 71,658
	$ - $ 421,658
	$ 500,000 $ 500,000
	$ 500,000 $ 921,658

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 25,000,000 shares held by each of 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

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

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).

EXPLORATION AND EVALUATION ASSETS

XPLORATION AND EVALUATION ASSETS
	Escalones Property, Chile Cristal Property, Chile Total
Acquisition costs capitalized Balance, December 31, 2019 Additions Balance, December 31, 2020 Additions	$ 3,967,972 $ 85,047 $4,053,019 261,801 131,900 393,701
	$ 4,229,773 216,948 4,446,720 2,014,626 - 2,014,626
Balance, June 30, 2021	$6,244,399 $ 216,947 $ 6,461,346
Exploration and evaluation expenses Consulting Geological Maps & Data Roads & Trenches	$ 64,728 $ - $ 64,728 34,658 - 34,658 10,570 - 10,570 3,836 - 3,836
Period ended June 30, 2020	$ 113,792 $ - $ 113,792
Exploration and evaluation expenses Assays Consulting Environmental Field and camp supplies Geochemical Geological Maps & Data Roads & Trenches Property taxes Transportation	$ 48,844 $ - $ 48,844 100,986 - 100,986 47,359 - 47,359 108,843 - 108,843 36,691 - 36,691 34,940 - 34,940 1,325 - 1,325 29,484 - 29,484 70,545 - 70,545 43,530 - 43,530
Period ended June 30, 2021	$ 522,547 $ - $ 522,547

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, prior to the acquisition of TMI Group, the Company had issued 500,000 common shares and made payments in the amount of USD$200,000 to the underlying property owner. The remaining payments required to earn a 100% interest in the Escalones property amended on May 24, 2021 are as follows:

• i) paying USD$60,000 on or before June 30, 2020 (paid);

• ii) paying USD$140,000 on or before December 31, 2020 (paid);

• iii) paying USD$150,000 on or before on or before May 24, 2021 amendment date (paid);

• iv) paying USD$150,000 on or before September 30, 2021;

• v) paying USD$500,000 on or before June 30, 2022;

• vi) paying USD$500,000 on or before June 30, 2023;

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

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

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

During the year ended December 31, 2019, the Company entered into an assignment and assumption agreement (the “Assignment Agreement”) with New Energy Metals Corp. (“Vendor”) whereby the Company obtained the right, title, benefit, and interest in and to an option agreement in respect of the Cristal property. 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.

The Company 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 the Allante transaction (January 15, 2022) (USD$100,000 paid).

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

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

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

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.

RESULTS OF OPERATIONS

The following discussion addresses the operating results and financial condition of the Company for the three and six month periods ended June 30, 2021 compared with the three and six month periods ended June 30, 2020. The Management’s Discussion and Analysis should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes for the period ended June 30, 2021.

For the three-month period ended June 30, 2021:

Net loss for the period

The Company had a net loss for the three-month period ended June 30, 2021 of $943,374 (2020 - $436,784). The net increase of $506,590 in the net loss for the three-month period ended June 30, 2021 compared to the three-month period ended June 30, 2020 was primarily due to the acquisition of Allante on bringing the Company public, a general increase in activities from the prior period after acquiring the TMI Group which included the acquisition of the Escalones option. Items that caused the net increase are noted in the following:

In comparison to the three-month period ended June 30, 2020:

• Consulting fees of $181,772 (2020 - $169,049) increased by $12,723 mainly due to external consulting fees as the Company became more active.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

• Exploration and evaluation of $323,814 (2020 - $61,868) increased by $261,946 as the Company continues to spend funds on its Escalones Property as noted in a detailed list of exploration and evaluation assets noted in the tables above.

• Foreign exchange gain of $9,254 (2020 loss - $22,090) increased by $31,344 due to fluctuating exchange rates.

• Office and miscellaneous of $73,430 (2020 - $87,553) decreased by $14,123 mainly due to costs in the Company’s subsidiary office and VAT readjustments.

• Professional fees of $157,681 (2020 - $102,013) increased by $55,668 mainly due to legal fees on the potential transaction with Cardero Resources Corp.

• Rent of $16,167 (2020 – $Nil) increased by $16,167 mainly due to timing of the 2020 expenditures recorded in the three-month period ended June 2020.

• Shareholder communications of $67,549 (2020 - $38,391) increased by $29,158 as the Company began publicly trading.

• Transfer agent and regulatory fees of $29,253 (2020 - $Nil) increased by $29,253 as the company began publicly trading and cost relating listing in foreign markets.

• Travel of $31,664 (2020 - $Nil) increased by $31,664 as the Company became active in the public market.

• Wages and benefits of $52,790 (2020 - $Nil) increased by $52,790 on the hiring of the Company’s new CEO.

For the six-month period ended June 30, 2021:

Net loss for the period

The Company had a net loss for the six-month period ended June 30, 2021 of $2,742,514 (2020 - $796,084). The net increase of $1,946,430 in the net loss for the six-month period ended June 30, 2021 compared to the six-month period ended June 30, 2020 was primarily due to listing and legal fees as described below on the acquisition of Allante on bringing the Company public, a general increase in activities from the prior period after acquiring the TMI Group which included the acquisition of the Escalones option. Items that caused the net increase are noted in the following:

In comparison to the six-month period ended June 30, 2020:

• Consulting fees of $372,028 (2020 - $307,280) increased by $64,748 mainly due to external consulting fees as the Company became more active.

• Exploration and evaluation of $522,547 (2020 - $113,792) increased by $408,755 as the Company continues to spend funds on its Escalones Property as noted in a detailed list of exploration and evaluation assets noted in the tables above.

• Foreign exchange gain of $10,582 (2020 loss - $5,727) increased by $16,309 due to fluctuating exchange rates.

• Listing fees of $947,556 (2020 - $Nil) increased by $947,556 which is due to the value of shares reissued to Allante shareholders and the Allante net liabilities assumed by the Company (refer to the discussion on the Acquisition of Allante).

• Office and miscellaneous of $124,017 (2020 - $10,665) increased by $13,352 mainly due to costs in the Company’s subsidiary office and VAT readjustments.

• Professional fees of $438,850 (2020 - $220,927) increased by $217,923 mainly due to legal fees on listing/acquisition of Alante and the potential transaction with Cardero Resources Corp.

• Rent of $22,716 (2020 – $Nil) increased by $22,716 mainly due to timing of the 2020 expenditures recorded in the six-month period ended June 2020.

• Shareholder communications of $122,406 (2020 - $47,001) increased by $75,405 as the Company began publicly trading.

• Transfer agent and regulatory fees of $80,160 (2020 - $Nil) increased by $80,160 as the company began publicly trading and cost relating listing in foreign markets.

• Travel of $48,862 (2020 - $2,146) increased by $46,716 as the Company became active in the public market.

• Wages and benefits of $52,790 (2020 - $Nil) increased by $52,790 on the hiring of the Company’s new CEO.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

SUMMARY OF ANNUAL INFORMATION

	December 31,	December 31,		December 31,
	2020	2019		2018
Total Assets	$ 4,824,930	$ 4,229,692	$	1
Exploration and evaluation assets	4,446,720	4,053,019		-
Total Liabilities	1,743,030	1,572,482		-
Working capital (deficit)	(864,820)	(1,395,809)		1
Shareholders’ equity	3,081,900	2,657,210		1
Loss for the Year	(1,969,763)	(681,791)		-
Loss per share – Basic and Diluted	(0.03)	(0.03)		(0.00)
Cash DividendsDeclared	-	-		-

S UMMARY OF QUARTERLY RESULTS

		June 30,		March 31,		December 31,		September 30,
		2021		2021		2020		2020
Total assets	$	7,078,911	$	8,230,037	$	4,824,930	$	5,163,412
Exploration and evaluation assets	$	6,461,346	$		$	4,446,720	$	4,184,920
			6,233,79246,018
Total liabilities	$	1,180,112	$	1,387,864	$	1,743,030	$	1,569,982
Working capital (deficit)	$	(562,547)	$	608,381	$	(864,820)	$	(91,490)
Shareholders’ equity	$	6,461,346	$	6,842,173	$	3,081,900	$	3,593,430
Total revenue	$	-	$	-	$	-	$	-
Net loss for the period	$	(943,374)	$	(1,799,140)	$	(622,539)	$	(551,140)
Basic and dilutedloss pershare	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)

		June 30,		March 31,		December 31,		September 30,
		2020		2020		2019		2019
Total assets	$	4,274,985	$	4,127,694	$	4,229,692	$	4,380,636
Exploration and evaluation assets	$	4,053,019	$	4,053,019	$	4,053,019	$	4,053,019
Total liabilities	$	2,236,113	$	1,829,784	$	1,572,482	$	1,504,637
Working capital (deficit)	$	(1,514,147)	$	(1,255,109)	$	(1,395,809)	$	(1,177,020)
Shareholders’ equity	$	2,038,872	$	2,297,910	$	2,657,210	$	2,875,999
Total revenue	$	-	$	-	$	-	$	-
Net loss for the period	$	(436,784)	$	(359,300)	$	(218,789)	$	(303,941)
Basic and dilutedloss pershare	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)

TRANSACTIONS WITH RELATED PARTIES

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.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

Key management personnel compensation during the six-month period ended June 30, 2021 and 2020 was as follows:

		June 30,		June 30,
		2021		2020
Included in consulting fees:
Consulting fees paid or accrued to a corporation owned by the
director and former CEO, namely Henk Van Alpen	$	50,000	$	36,000
Consulting fees paid or accrued to a director, namely Patrick
Burns		37,774		122,856
Professional fees for accounting services paid to a corporation
owned by Sead Hamzagic for CFO duties.		24,000		-
Professional fees for accounting services paid to a paid to a
partnership in which the former CFO, namely Dave Cross, has
an interest.		-		36,025
Consulting fees paid or accrued to a corporation owned by
Marla Ritchie for Corporate secretary services.		15,000		7,500
Included in wages and benefits:
Wages and benefits paid or accrued to a CEO, namely Nolan
Peterson		52,790		-
	$	179,564	$	202,381
		June 30,		June 30,
		2021		2020
Management fees, included in consulting fees and wages and
benefits	$	179,564	$	202,381

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:

		June 30,	December 31,
		2021	2020
Included in accounts payable and accrued liabilities:
Due to a director and former CEO	$	6,073 $	37,054
Due to the CFO		-	41,975
Due to the President and former CEO		153,374	182,421
Due to the corporate secretary		2,690	33,755
		67,180	-
Due to Wealth Minerals		55,909	277,551
	$	285,226 $	572,756

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

During the year ended December 31, 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 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

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

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. The loan was fully accreted to its principal value upon repayment during the year ended December 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES AND CAPITAL EXPENDITURES

At June 30, 2021, the Company has a deficit of $5,394,068 (December 31, 2020 - $2,651,554) and a working capital deficit $562,547 (December 31, 2020 working capital deficit - $864,820).

During the six months ended June 30, 2021, the Company had the following cash flows:

• i) Cash flows used in operating activities of $2,092,604 (2020 - $341,436). 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 $253,173 (2020 - $Nil). The Company spent $253,555 in Exploration and evaluation assets (2020 - $Nil) and received $382 on acquisition of Allante (2020 - $Nil).

• iii) Cash provided by financing activities of $2,563,297 (2020 - $382,810). These cash inflows were a result of incoming funds from private placements net of share issuance costs of $2,998,270 (2020 subscriptions - $153,000), net amounts paid to Wealth Minerals $13,315 (2020 received - $59,810) and amounts paid to Gold Springs Resource Corp. $421,658 (2020 - $Nil), related party loans received of $Nil (2020 - $170,000).

The Company had the following share capital transactions:

During the six months ended June 30, 2021, the Company.

• i) issued 27,031,466 units at $0.12 per unit for gross proceeds of $3,243,776. Each unit consisted of a common share and warrant exercisable into a common share at a price of $0.20 until July 27, 2025. In connection with the issuance, the Company paid aggregate finder's fees consisting of $237,742 in cash and issued 1,981,182 non-transferrable finder's warrants valued at $124,562. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of $0.20 for a period of 24 months from the date of issuance.

• ii) in connection with the Going-Public Transaction (Note 13), the Company completed the minimum financing (see (i) above) and issued 2,666,666 common shares to the former President and CEO of Allante in full and final satisfaction of the Allante indebtedness of $320,000 and issued 14,675,595 common shares valued at $1,761,071 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement. The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 24,446,702 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.

• iii) in connection with the acquisition of Allante (Note 4), the Company issued 4,000,599 common shares at $0.12 per share for a total value of $480,072 to the Allante shareholders.

• During the year ended December 31, 2020, the Company.

• iv) issued 1,858,655 units at $0.10 per unit 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. The Company paid $11,073 in finder’s fees.

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WORLD COPPER LTD. (formerly Wealth Copper Ltd.) (An Exploration State Company) Management Discussion & Analysis For the period ended June 30, 2021

• v) issued 21,879,000 units at $0.10 per unit 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 finder’s fees by issuing 1,092,000 finder’s warrants with a 2-year term exercisable at $0.10 valued at $68,468 and cash in the amount of $124,880. The Company also paid other cash share issue costs in the amount of $17,104.

• vi) issued 1,500,000 units at $0.10 per unit 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. Share issue costs of $1,000 was paid on the issuance of shares.

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 June 30, 2021 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 and amounts due to Wealth Minerals and Gold Springs Resource Corp.. 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 10 of the Company’s interim consolidated financial statements for six months ended June 30, 2021 for a discussion of the Company’s risk exposure and the impact thereof on the Company’s financial instruments.

The Company’s cash at June 30, 2021 was $548,175 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.

DISCLOSURE OF OUTSTANDING SHARE DATA (as at August 26, 2021)

Authorized Capital

Unlimited common shares without par value

Issued and Outstanding Shares – 132,251,980 shares outstanding

Issued and Outstanding Warrants - 57,042,303 warrants outstanding

Issued and Outstanding Special Warrants - 24,446,702 special warrants outstanding

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