World Copper Ltd. — Management Reports 2022

Nov 29, 2022

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

INTRODUCTION

This Management Discussion & Analysis (“MD&A”) for World Copper Ltd. (the “Company” or “World Copper”) for the period ended September 30, 2022, has been prepared by management, in accordance with the requirements of National Instrument 51-102, as of November 28, 2022, and compares its financial results for the period ended September 30, 2021. This MD&A provides a detailed analysis of the business of the Company and should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes for the period ended September 30, 2022, 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, 2021. 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. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

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, Cristal and Zonia 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

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 (“TSXV”) Policy 2.4. On March 7, 2007, the Company’s shares began trading on the TSXV, and on February 3, 2010, the Company’s shares were moved to the NEX board where they traded under the symbol ALL.H. On January 15, 2021, the Company changed its name from Allante Resources Ltd. to World Copper Ltd. and began trading under the symbol “WCU.V” on the TSXV on January 26, 2021.

World Copper Ltd. (“World Copper”) was incorporated under the Business Corporations Act (British Columbia) on December 3, 2018 and changed its name from Wealth Copper Ltd. to World Copper Ltd. on July 16, 2020.

On January 15, 2021, the Company completed its qualifying transaction to acquire World Copper (the “Transaction”). As consideration for the Transaction, the Company issued 27,959,216 common shares to acquire all of the issued and outstanding shares of World Copper. For accounting purposes, World Copper was deemed to be the acquirer in the Transaction. Following the closing of the Transaction, the Company and World Copper amalgamated and changed its name to World Copper Ltd. As a result of the Transaction, the former shareholders of World Copper acquired control of the Company. Therefore, the Transaction is considered a reverse take-over and these consolidated financial statements represents a continuation of the business of World Copper.

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

The Company is an exploration stage junior mining company currently engaged in the identification, acquisition and exploration of mineral resources in the USA and Chile. The Company’s head office and records office are located at #2710 - 200 Granville St., Vancouver, British Columbia, V6C 1S4, Canada.

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. Several adverse conditions may cast significant doubt on the validity of this assumption. The Company incurred an operating loss of $14,902,708 during the period ended September 30, 2022 (September 30, 2021 - $4,608,409). The Company is currently unable to self-finance operations, has limited resources, has no source of operating cash flow, and has no assurances that sufficient funding will be available to conduct further exploration and development of its exploration and evaluation assets and to maintain operations.

The Company has relied principally upon the issuance of securities for financing. Future capital requirements will depend on many factors, including the Company's ability to execute its business plan. The Company intends to continue relying upon the issuance of securities to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company.

These consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets and liabilities that may result from the inability to secure future financing, and therefore be unable to continue as a going concern. Such a situation would have a material adverse effect on the Company’s business, financial performance and financial condition. Such adjustments could be material.

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.

On February 24, 2022, Russian troops started to invade Ukraine. In response to this military action, various countries, including Canada, issued broad-ranging economic sanctions against Russia. The ramifications of the sanctions may not be limited to Russia and Ukraine and may spill over to and negatively impact other regional and global economic markets, sectors, industries and markets for securities and commodities globally. The current circumstances are dynamic and the duration of the war and related impact of imposed sanctions on the business cannot be reasonably estimated at this time. While the company expects any direct impacts of the war in Ukraine to the business to be limited, the direct impacts on the economy may negatively affect the business and future operations.

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 acquired 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 three post consolidated 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 settled debt in the aggregate amount of up to $320,000 to a company controlled by Joe DeVries, President of Allante by issuing up to 888,889 post consolidated common shares immediately after closing.

Concurrent with the transaction, the Company issued 4,891,864 post consolidated 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

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

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 8,148,901 post consolidated 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

On January 15, 2021, the Company completed a Transaction to acquire all of the issued and outstanding shares of World Copper on a one for one for one basis. This resulted in the Company issuing 27,959,216 common shares to the shareholders of World Copper. As a result of the Transaction, the former shareholders of World Copper acquired control of the Company. Therefore, the Transaction is considered a reverse take-over (“RTO”). The Transaction is recorded in accordance with guidance provided in IFRS 2 Share-based Payments and IFRS 3 Business Combinations (“IFRS 3”). As the Company did not qualify as a business according to the definition in IFRS 3 and had no significant assets or liabilities, this Transaction does not constitute a business combination; rather it is treated as an issuance of shares by World Copper for the net assets of the Company, with the resulting difference representing a listing fee.

The Company also settled debt in the aggregate amount of $320,000 due to a company controlled by the former president by issuing 888,889 common shares at $0.36 per common share immediately after closing, which occurred on January 15, 2021. The costs were capitalized to exploration and evaluation assets.

The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 8,148,901 common shares upon the deemed exercise of the special warrant. The special warrants will be deemed to be exercised on a proportionate basis at the time the Company’s warrants are exercised. The special warrants are considered to be contingent consideration and no value has been assigned.

In accordance with RTO accounting, the fair value of the deemed issuance of the 1,333,533 common shares (the number of common shares that World Copper is deemed to have issued to acquire the shares of the Company) was determined to be $0.36 per common share on the acquisition date.

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

wing table provides details of the fair value of the consideration given and the fair value acquired:	of the assets and
Total Purchase Consideration 1,333,533 shares at $0.36 per share	$ 480,072
Allocation of Purchase Consideration Assets Current Cash Receivables Total assets Liabilities Current Accounts payable and accrued liabilities Loan payable Total liabilities Net liabilities acquired Listing fees, net of identifiable net assets as at September 30, 2021 Additional listing costs	$ 382 1,205
	1,587
	456,571 12,500
	469,071
	(467,484)
	$ 947,556 145,756
Total listing fees as at December 31, 2021	$ 1,093,312

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

ACQUISITION OF TMI GROUP

On September 25, 2019, the Company acquired 100% of the common shares of the SASC Metallurgy Corp., Escalones Copper Corp. and TriMetals Mining Chile SCM, (collectively the “TMI Group”) which included a 100% interest in the Escalones property from Gold Springs Resource Corp. (“Gold Springs”). Gold Springs was also guaranteed that its holdings of the Company at closing of the Company’s public listing date on a fully diluted basis, shall not be less than 30% of the 8,333,333 common shares of the Company issued and outstanding following the acquisition of the TMI Group on September 25, 2019. On January 15, 2021 (listing date), the Company issued 4,891,864 common shares valued at $1,761,071 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement. The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 8,148,901 common shares upon the deemed exercise of the special warrant. The special warrants will be deemed to be exercised on a proportionate basis at the time the Company’s warrants are exercised. As of September 30, 2022, 1,238,612 shares have been issued and 242,862 special warrants have expired leaving a balance of 6,667,427 potential shares under the special warrant.

On October 22, 2021, Wealth Minerals acquired all the 13,225,197 common shares and special warrant of the Company held by Gold Springs for the aggregate purchase price of $4,364,315.

The following table summarizes the obligations outstanding as at September 30, 2022 and December 31, 2021:

Obligations:	September 30, 2022 December 31, 2021
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	$ - $ - - -
	$ - $ -
	$ - $ 500,000
	$ - $ 500,000

ACQUISITION OF ZONIA

On January 28, 2022, World Copper Ltd. and Zonia Holidngs Corp. (formerly Cardero Resource Corp.) (“Zonia”) combined their respective businesses pursuant to a plan of arrangement approved by the Zonia Shareholders on December 10, 2021, approved by the Supreme Court of British Columbia on December 14, 2021 and the final acceptance by the TSXV. A total of 29,389,236 common shares fair valued at $0.90 per common share for total consideration of $26,450,312 have been issued to Zonia shareholders based on an exchange ratio of 0.200795 common share of the Company for each share of Zonia. Additionally, 7,271,250 Zonia warrants based on an exchange ratio of 0.200795 were assumed by the Company. Cardero amalgamated with 1302172 B.C. Ltd. to become Zonia Holdings Corp., a wholly owned subsidiary of the Company.

The Acquisition is considered to be outside the scope of IFRS 3 since Zonia’s operations do not meet the definition of a business for accounting purposes as the significant processes and outputs that together constitute a business did not exist at the time of the acquisition. Accordingly, the Acquisition will be accounted for as an asset acquisition in accordance with IFRS 2 Share Based Payment (“IFRS 2”) whereby World Copper is deemed to have issued shares in exchange for the net assets of Zonia. As a result, the Acquisition will be treated as a capital transaction, with the equity consideration being measured at the fair value of the World Copper shares issued as above. The difference between the fair value of the considerations paid and net assets acquired were allocated to exploration and evaluation assets.

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

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

iabilities acquired:
Fair Value of Consideration Allocated:
Deemed share value of 29,389,327 shares at $0.90 per World Copper
closing price on January 28, 2022	$	26,450,312
Fair value of 7,445,273 World Copper warrants issued		3,465,355
Acquisition costs incurred		650,789
Total consideration	$	30,566,456
Identifiable fair value of net assets of Zonia acquired:
Assets
Current assets	$	48,025
Deposits		7,587
Property and Equipment		16,285
Exploration and evaluation assets		34,701,408
Total Assets		34,773,305
Liabilities
Current liabilities		871,773
Related Party Loans		3,275,076
Loans payable		60,000
Total Liabilities		4,206,849
Net Assets	$	30,566,456

In addition to the share consideration as noted above, 7,445,273 Zonia warrants were replaced with Cardero warrants with a value of $3,465,355, calculated using the Black Scholes option pricing model with the following weighted average assumptions:

verage assumptions:
	As at
	January 28, 2022
Risk-free interest rate average	1.20%
Expected life	0.68 years
Expected annualized volatility	58.27%
Expected dividend rate	0.00%

Allocation of acquisition:

Allocation of acquisition:
		January 28,	Consolidation		Consolidation
		2022		Adjustment		Balance
Assets
Current assets	$	48,025	$	-	$	48,025
Deposits		7,587		-		7,587
Property and Equipment		16,285		-		16,285
Exploration and evaluation assets		5,456,684		29,244,724		34,701,408
Total Assets	$	**5,528,581 **	**$ **	29,244,724	**$ **	34,773,305
Liabilities
Current assets	$	871,773	$	-	$	871,773
Related Party Loans		3,275,076		-		3,275,076
Loans payable		60,000		-		60,000
Total Liabilities		4,206,849		-		4,206,849
Shareholders’ Equity		1,321,732		29,244,724		30,566,456
Total Liabilities and Shareholders’ Equity	$	**5,528,581 **	**$ **	29,244,724	**$ **	34,773,305

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

EXPLORATION AND EVALUATION ASSETS

	Zonia Property, USA	Escalones Property, Chile	Cristal Property, Chile Total
Acquisition costs capitalized Balance, December 31, 2020 Acquisition costs - cash Acquisition costs - shares Balance, December 31, 2021 Acquisition costs - cash Acquisition costs - shares Acquisition of Zonia (Note 8)	$ - - -	$ 4,229,773 371,143 1,761,071	$ 216,947 $ 4,446,720 - 371,143 - 1,761,071
	$ - - - 34,701,408	$ 6,361,987 461,211 334,425 -	$ 216,947 $ 6,578,934 62,420 523,631 - 334,425 - 34,701,408
Balance, September 30, 2022	$ 34,701,408	$ 7,157,623	$ 279,367 $ 42,138,398

		Escalones		Cristal
Exploration and evaluation expenses	Property, Chile		Property, Chile			Total
Assays	$	50,127	$	-	$	50,127
Community relations		73,239		-		73,239
Consulting		217,072		-		217,072
Environmental		76,740		-		76,740
Field and camp supplies		100,411		-		100,411
Geochemical		84,602		-		84,602
Geological		48,002		-		48,002
Property taxes and lease		74,808		-		74,808
Roads & Trenches		29,484		-		29,484
Transportation		46,681		-		46,681
Period ended September 30, 2021	$	801,166	$	-	$	801,166

		Zonia		Escalones		Cristal
Exploration and evaluation expenses	Property, USA		Property, Chile		Property, Chile			Total
Assays	$	646	$	189,728	$	-	$	190,374
Community relations		-		21,951		-		21,951
Consulting		85,535		81,555		-		167,090
Environmental		1,286		188,839		-		190,125
Field and camp supplies		13,447		987,768		-		1,001,215
Geological		109,144		72,478		-		181,622
Geophysical		148,569		375		-		148,944
Property taxes and lease		78,522		739,225		-		817,747
Drilling, Roads & Trenches		501,462		2,151,887		-		2,653,349
Transportation and equipment rentals		5,039		223,628		-		228,667
Period ended September 30, 2022	$	943,650	$	4,657,434	$	-	$	5,601,084

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

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 166,667 post consolidated 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 May 24, 2021 amendment date (paid):

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

• v) paying USD$200,000 on or before July 12, 2022* (paid):

• vi) paying USD$150,000 on or before September 30, 2022 (paid)*:

• vii) paying USD$165,000 on or before November 30, 2022*:

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

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

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

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

Cristal Property, Chile

During the year ended December 31, 2019, the Company entered into an assignment and assumption agreement (the “Assignment Agreement”) with New Energy Metals Corp. (“Vendor”) whereby the Company obtained the right, title, benefit, and interest in and to an option agreement in respect of the Cristal property. As consideration for the assignment, the Company issued 16,667 post consolidated common shares with a fair value of $18,500. To date, the Company has made cash payments of USD$200,000 towards the option.

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

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

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

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

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

• 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.

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

Zonia, Arizona USA

Pursuant to an option agreement dated August 27, 2015, and as amended on October 3, 2018, between the Company and Redstone Resources Corporation (“Redstone”), the Company completed the acquisition of the 100% interest in the Zonia copper project by paying aggregate $2,612,879 ($1,981,350 USD) cash payment obligation (amended from $2,225,000 USD), and $2,843,805 in common share issuances.

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

On May 17, 2022, the holder of an option to acquire a 1% net smelter returns royalty on future production from the Company’s Zonia copper oxide project has exercised the Royalty Option by making a cash payment to the Company of $1,407,867. Following the exercise of the Royalty Option by the Royalty Holder, the Company bought-out the Royalty by issuing 7,731,285 common shares (the "Buy-Out Shares") to the Royalty Holder at a deemed issuance price of $0.40 per Buy-Out Share for a total value of $3,092,514 which resulted in a loss of $1,684,647. The Buy-Out Shares are subject to a four month and one day hold period in Canada in addition to applicable United States resale restrictions.

On August 17, 2022, the Company granted to Electric Royalties Ltd. ("Electric Royalties") of: (i) a 0.5% GRR on the Zonia Project for a total of $1.55 million in cash and 2,000,000 common shares of Electric Royalties with a fair market value of $470,000; (ii) an option to acquire a further 0.5% GRR on the Zonia Project for an additional cash payment of $3.0 million; and (iii) an option to acquire a 1% GRR on the Zonia Norte deposit, for a cash payment of $3.0 million. Then net revenue after closing costs of $1,970,000 was recorded during the period in the Statements of Loss and Comprehensive Loss.

RESULTS OF OPERATIONS

The following discussion addresses the operating results and financial condition of the Company for the three and nine month periods ended September 30, 2022 compared with the three and nine month periods ended September 30, 2021. The Management’s Discussion and Analysis should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes for the period ended September 30, 2022.

For the three-month period ended September 30, 2022:

Net loss for the period

The Company had a net loss for the three-month period ended September 30, 2022 of $2,412,549 (2021 - $1,865,895). The net increase of $546,654 in the net loss for the three-month period ended September 30, 2022 compared to the three-month period ended September 30, 2021 was primarily due to $1,970,000 in net Royalty income on the sale of a 0.5% GRR on the Zonia Project less expenditures in exploration and evaluation assets and a general increase in activities from the prior period after acquiring the TMI Group which included the acquisition of the Escalones option and Zonia. Items that caused the net increase are noted in the following:

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WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

In comparison to the three-month period ended September 30, 2021:

• Accretion of $38,046 (2021 - $Nil) increased by $38,046 due to loan warrants issued in the current period on the acquisition of Zonia.

• Consulting fees of $448,60 (2021 - $277,870) increased by $207,090 mainly due to external consulting fees as the Company became more active since completing its qualifying transaction on January 15, 2021, and the acquisition of Zonia on January 28, 2022.

• Depreciation of $1,250 (2021 - $Nil) increased by $1,250 is based on property plant and equipment acquired on the acquisition of Zonia on January 28, 2022.

• Exploration and evaluation of $684,567 (2021 - $278,619) increased by $405,948 as the Company continues its spending on its Escalones and Zonia Properties as noted in a detailed list of exploration and evaluation assets noted in the tables above since completing its qualifying transaction on January 15, 2021, and the acquisition of Zonia on January 28, 2022.

• Foreign exchange loss of $210,366 (2021 gain - $1,241) increased by $405,948 due to a fluctuating exchange rate in United States dollars and Chilean Pesos and the amount of liabilities payable.

• Insurance of $26,374 (2021 - $Nil) increased by $26,374 due to the Company acquiring its own policy since completing its qualifying transaction on January 15, 2021.

• Interest of $147,816 (2021 - $4,881) increase by $142,935 due to loans assumed in the current period on the acquisition of Zonia.

• Office and miscellaneous of $30,856 (2021 - $8,446) increased by $22,410 mainly due to costs incurred in the prior year and timing of the expenses incurred.

• Professional fees of $239,831 (2021 - $1,804) increased by $238,027 mainly due to legal costs related to the sale of the Royalties on the Zonia Project and the Company reviewing other strategic opportunities.

• Rent of $24,847 (2021 – $16,253) increased by $8,594 mainly due to the move to its new offices in the prior year.

• Share-based compensation of $1,795,179 (2021 - $1,083,326) increased by $711,853, are non-cash expenses and due to a timing and amount of stock option issuances.

• Shareholder communications of $551,957 (2021 - $96,853) increased by $455,104 as the Company began publicly trading and reporting on its activities.

• Transfer agent and regulatory fees of $15,738 (2021 - $10,173,) decreased by $5,565 due to the timing of expenses in the comparative period as the company began publicly trading and cost relating to the issuances of shares on listing and private placements.

• Travel of $62,853 (2021 - $22,212) increased by $40,641 due to the easing of travel restrictions due to Covid-19 and travel of management due to increasing exploration activities.

• Wages and benefits of $67,909 (2021 - $66,699) remained fairly consistent and pertains to the hiring of the Company’s new CEO in the comparative period.

For the nine-month period ended September 30, 2022:

Net loss for the period

The Company had a net loss for the nine-month period ended September 30, 2022 of $14,902,708 (2021 - $4,608,409). The net increase of $10,294,299 in the net loss for the nine-month period ended September 30, 2022 compared to the nine-month period ended September 30, 2021 was primarily due to $1,970,000 in net Royalty income on the sale of a 0.5% GRR Royalty and a $1,407,867 sale of a 1% net smelter royalty on its Zonia property (less the repurchase of the 1% at a cost of $3,092,514) providing a net benefit of $285,353 on Royalties, less increase expenditures on its exploration and evaluation assets, share-based compensation on stock options issued, loss on the reacquisition of a 1% net smelter royalty on its Zonia property and a general increase in activities from the prior period after acquiring the TMI Group which included the acquisition of the Escalones option and Zonia. Items that caused the net increase are noted in the following:

• 10 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

In comparison to the nine-month period ended September 30, 2021:

• Accretion of $100,743 (2021 - $Nil) increased by $100,743 due to loan warrants issued in the current period on the acquisition of Zonia.

• Consulting fees of $1,567,382 (2021 - $649,898) increased by $917,484 mainly due to external consulting fees as the Company became more active since completing its qualifying transaction on January 15, 2021, and the acquisition of Zonia on January 28, 2022.

• Depreciation of $3,750 (2021 - $Nil) increased by $3,750 is based on property plant and equipment acquired on the acquisition of Zonia on January 28, 2022.

• Exploration and evaluation of $5,601,084 (2021 - $801,166) increased by $4,799,918 as the Company increased spending on its Escalones and Zonia Properties as noted in a detailed list of exploration and evaluation assets noted in the tables above since completing its qualifying transaction on January 15, 2021, and the acquisition of Zonia on January 28, 2022.

• Foreign exchange gain of $202,323 (2021 - $9,341) increased by $192,982 due to a fluctuating exchange rate in United States dollars and Chilean Pesos and the amount of liabilities payable.

• Insurance of $59,972 (2021 - $Nil) increased by $59,972 due to the Company acquiring its own policy since completing its qualifying transaction on January 15, 2021.

• Interest of $284,311 (2021 - $4,881) increase by $279,430 due to loans assumed in the current period on the acquisition of Zonia.

• Listing fees of $Nil (2021 - $947,556) decreased by $947,556 which is due to additional expenses on the RTO transaction with Allante. (refer to the discussion on the Acquisition of Allante).

• Office and miscellaneous of $130,488 (2021 - $132,463) remained fairly consistent.

• Professional fees of $537,244 (2021 - $440,654) increased by $96,590 mainly due to legal fees in the current period on the acquisition of Zonia, the Royalty sales and repurchase, and other strategic opportunities, the prior period included costs on the transaction with Allante and going public.

• Rent of $70,591 (2021 – $38,969) increased by $31,622 mainly due to the move to its new offices in the prior year.

• Share-based compensation of $4,777,695 (2021 - $1,083,326) increased by $3,694,369, are non-cash expenses and are due to a timing and amount of stock option issuances.

• Shareholder communications of $1,243,967 (2021 - $219,259) increased by $1,024,708 as the Company began publicly trading and reporting on its activities.

• Transfer agent and regulatory fees of $43,611 (2021 - $90,333) decreased by $46,722 due to the timing of expenses in the comparative period as the company began publicly trading and cost relating to the issuances of shares on listing and private placements.

• Travel of $342,845 (2021 - $71,074) increased by $271,771 due to the easing of travel restrictions due to Covid19 and travel of management due to increasing exploration activities.

• Wages and benefits of $222,055 (2021 - $119,489) increased by $102,566 on the hiring of the Company’s new CEO in the comparative period.

SUMMARY OF ANNUAL INFORMATION

	December 31,	December 31,	December 31,
	2021	2020	2019
Total Assets	$ 10,596,961	$ 4,824,930	$ 4,229,692
Exploration and evaluation assets	6,578,934	4,446,720	4,053,019
Total Liabilities	1,083,644	1,743,030	1,572,482
Working capital (deficit)	1,878,610	(864,820)	(1,395,809)
Shareholders’ equity	9,513,317	3,081,900	2,657,210
Loss for the Year	(6,374,297)	(1,969,763)	(681,791)
Loss per share – Basic and Diluted	(0.14)	(0.03)	(0.03)
Cash DividendsDeclared	-	-	-

• 11 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

S UMMARY OF QUARTERLY RESULTS

		September 30,		June 30,		March 31,		December 31,
		2022		2022		2022		2021
Total assets	$	44,814,997	$	42,761,290	$	44,159,499	$	10,596,961
Exploration and evaluation assets	$	42,138,398	$	41,342,762	$	41,342,762	$	6,578,934
Total liabilities	$	6,580,918	$	6,832,326	$	4,745,068	$	1,083,644
Working capital (deficit)	$	(3,092,999)	$	(4,079,047)	$	(613,940)	$	1,878,610
Shareholders’ equity	$	38,234,079	$	35,928,964	$	39,414,431	$	9,513,317
Total revenue	$	1,970,000	$	1,407,867	$	-	$	-
Net loss for the period	$	(2,412,549)	$	(7,093,215)	$	(5,396,944)	$	(1,765,888)
Basic and dilutedloss pershare	$	(0.02)	$	(0.07)	$	(0.07)	$	(0.03)

		September 30,		June 30,		March 31,		December 31,
		2021		2021		2021		2020
Total assets	$	7,581,385	$	7,078,911	$	8,230,037	$	4,824,930
Exploration and evaluation assets	$	6,657,077	$	6,461,346	$	6,233,792	$	4,446,720
Total liabilities	$	1,660,535	$	1,180,112	$	1,387,864	$	1,743,030
Working capital (deficit)	$	(736,227)	$	(562,547)	$	608,381	$	(864,820)
Shareholders’ equity	$	5,920,850	$	6,461,346	$	6,842,173	$	3,081,900
Total revenue	$	-	$	-	$	-	$	-
Net loss for the period	$	(1,865,895)	$	(943,374)	$	(1,799,140)	$	(622,539)
Basic and diluted loss per share	$	(0.04)	$	(0.03)	$	(0.03)	$	(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.

Key management personnel compensation during the periods ended September 30, 2022, and 2021 was as follows:

		September 30,		September 30,
		2022		2021
Included in consulting fees:
Consulting fees paid or accrued to a corporation owned by the
director and former CEO, namely Henk Van Alpen	$	90,000	$	80,000
Consulting fees paid or accrued to a director, namely Patrick
Burns		-		76,451
Professional fees for accounting services paid to a corporation
controlled by Sead Hamzagic for CFO duties.		69,687		36,000
Consulting fees paid or accrued to a corporation controlled by
Marla Ritchie for Corporate secretary services.		26,000		22,500
Consulting fees paid or accrued to Marcelo Awad, Executive
Director, Chile.		31,735		-
Rent paid or accrued to a corporation controlled by Marla
Ritchie.		70,591		38,969
Included in wages and benefits:
Wages and benefits paid or accrued to a CEO, namely Nolan
Peterson		210,000		119,489
	$	498,013	$	373,409

• 12 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

		September 30,		September 30,
		2022		2021
Management fees, included in consulting fees and wages and
benefits	$	427,422	$	334,440
Share-based compensation	$	2,727,509	$	492,421

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:

mounts due to therelated parties are asfollows:
	September 30,		December 31,
		2022		2021
Included in accounts payable and accrued liabilities:
Due to a director	$	28,406	$	6,328
Due to the President and former CEO		-		154,038
Due to the corporate secretary		82,760		3,071
Due to Wealth Minerals		135,131		56,032
	$	246,297	$	219,469

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

During the year ended December 31, 2021, the Company assumed a loan of $12,500 from a director and former CEO on the Transaction and was repaid during the current year. The loan was unsecured, non-interest bearing and had no fixed term for repayment.

During the period ended September 30, 2022, the Company assumed loans of $3,275,076 from a director and former Zonia directors on the Zonia Transaction (See Notes 8, 10 and 13 to the Financial Statements). The amounts owing as at September 30, 2022 are as follows:

	Directors’ Loans Zonia Loan Other Loan Advances Dividend Loan Total
Loans payable: Balance – December 31, 2020 Assumption of Allante Loan Balance – December 31, 2021 Assumption of Zonia Loans(1) Interest expense Accretion interest Foreign exchange adjustment Repayments Balance –September 30, 2022	$ - $ - $ - $ - $ - 12,500 - - - 12,500
	12,500 - - - 12,500 167,383 891,538 1,173,743 1,042,412 3,275,076 13,402 65,249 149,387 56,273 284,311 8,433 53,537 38,773 - 100,743 - 72,122 97,383 - 169,505 (12,500) - - - (12,500)
	$ 189,218 $ 1,082,446 $ 1,459,286 $ 1,098,685 3,829,635

(1) The balance assumed from Zonia on January 28, 2022 includes Principal, Accrued Interest and Accretion Discount (see Note 10 of the September 30, 2022 financial statements).

• 13 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

LIQUIDITY AND CAPITAL RESOURCES AND CAPITAL EXPENDITURES

At September 30, 2022, the Company has a deficit of $18,289,010 (December 31, 2021 - $9,025,851) and a working capital deficit of $3,092,999 (December 31, 2021 working capital - $1,878,610).

During the nine months ended September 30, 2022, the Company had the following cash flows:

• i) Cash flows used in operating activities of $5,467,899 (2021 - $2,706,221). 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 provided used in investing activities of $1,078,595 (2021 - $448,904). The Company spent $2,493,631 in Exploration and evaluation assets (2021 - $449,286), $92,070 (2021 - $Nil) related to acquisition costs of Cardero Resources Corp., received cash of $7,106 on acquisition of Zonia (2021 - $Nil), and received cash of $Nil on acquisition of Allante (2021 - $382).

• iii) Cash provided by financing activities of $4,971,572 (2021 - $3,367,917). These cash inflows were a result of incoming funds from private placements net of share issuance costs and option and warrant exercise of $5,577,383 (2021 - $3,902,776), net amounts paid to Wealth Minerals $152 (2021 received - $13,315), amounts paid to Gold Springs Resource Corp. $500,000 (2021 - $421,658), amounts advanced to Zonia of $18,945 (2021 - $Nil) and $12,500 (2021 - $Nil in Loan repayments).

The Company had the following share capital transactions:

• During the period subsequent to September 30, 2022 and to the date of this report, the Company. During the period ended September 30, 2022, the Company.

• i) On January 28, 2022, in connection with the Transaction (Note 8), a total of 29,389,236 common shares fair valued at $0.90 per common share for total consideration of $26,450,312 have been issued to Zonia shareholders based on an exchange ratio of 0.200795 common share of the Company for each share of Cardero. Additionally, 7,271,250 Cardero warrants based on an exchange ratio of 0.200795 were assumed by the Company.

• ii) On May 17, 2022, the Company bought-out a 1% net smelter returns royalty on future production from the Company’s Zonia copper oxide project by issuing 7,731,285 common shares (the "Buy-Out Shares") to the Royalty Holder at a deemed issuance price of $0.40 per Buy-Out Share for a total value of $3,092,514 (Note 9 - Zonia). The Buy-Out Shares are subject to a four month and one day hold period in Canada in addition to applicable United States resale restrictions.

• iii) On July 21, 2022, issued 4,264,414 units at $0.30 per unit for gross proceeds of $1,279,324 in its first tranche. Each unit consisted of a common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.60 per share. The expiry of the Warrants may be accelerated if the closing price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $1.00 for a minimum of twenty consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. No finder’s fees were paid pursuant to this first tranche closing. All securities issued in the Offering have a four-month plus one day hold period, during which time the securities may not be traded.

• iv) On August 31, 2022, issued 5,276,501 units at $0.30 per unit for gross proceeds of $1,582,950 in its second tranche. Each unit consisted of a common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.60 per share. The expiry of the Warrants may be accelerated if the closing price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $1.00 for a minimum of twenty consecutive

• 14 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. In connection with the issuance of the second tranche, the Company paid aggregate finder's fees consisting of $74,214 in cash and issued 194,844 finder's warrants valued at $37,056. Each Finder's Warrant entitles the holder thereof to purchase one common share at a price of $0.30 for a period of 36 months from the date of issuance. In addition, filing fees of $15,761 was paid in cash.

• v) On September 30, 2022, issued 1,238,612 common shares under the special warrant issued on the acquisition of the TMI Group (Note 7) with a value of 334,425.

• vi) Issued 5,325,705 shares on warrant exercises for gross proceeds of $2,673,109.

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

During the twelve months ended December 31, 2021, the Company.

• i) On January 15, 2021, issued 9,010,488 post consolidated units at $0.36 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 $0.60 until July 27, 2025. In connection with the issuance, the Company paid aggregate finder's fees consisting of $269,677 in cash and issued 660,394 post consolidated non-transferrable finder's warrants valued at $150,590. In addition, filing fees of $7,764 was paid in cash. Each Finder's Warrant entitles the holder thereof to purchase one Common Share at a price of $0.60 for a period of 24 months from the date of issuance.

• ii) On January 15, 2021, in connection with the Going-Public Transaction (Note 13), the Company completed the minimum financing (see (i) above) and issued 888,889 post consolidated common shares to the former President and CEO of Allante in full and final satisfaction of the Allante indebtedness of $320,000 and issued 4,891,864 post consolidated common shares valued at $1,761,071 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement. The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 8,148,901 common shares upon the deemed exercise of the special warrant. The special warrants will be deemed to be exercised on a proportionate basis at the time the Company’s warrants are exercised.

• iii) On January 15, 2021, in connection with the acquisition of Allante (Note 4), the Company issued 1,333,533 post consolidated common shares at $0.36 per share for a total value of $480,072 to the Allante shareholders.

• iv) On June 18, 2021, consolidated its shares on the basis of one (1) post-Consolidation Share for every three (3) pre-Consolidation Shares

• v) On September 29, 2021, issued 1,647,500 Units for gross proceeds of $659,000.00. Each unit consists of one common share (a "Share") and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.60 per share. The expiry of the Warrants may be accelerated if the closing price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $1.00 for a minimum of twenty consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. In connection with the issuance, the Company paid aggregate finder's fees consisting of $29,380 in cash and issued 71,575 nontransferrable finder's warrants valued at $19,230.

• vi) On October 6, 2021, issued 4,107,500 Units for gross proceeds of $1,643,000. Each unit consists of one common share (a "Share") and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.60 per share. The expiry of the Warrants may be accelerated if the closing price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $1.00 for a minimum of twenty consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. In connection with the

• 15 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

issuance, the Company paid aggregate finder's fees consisting of $115,010 in cash and issued 287,525 non-transferrable finder's warrants valued at $90,249.

• vii) On October 28, 2021, issued 10,468,921 Units for gross proceeds of $4,187,568. Each unit consists of one common share (a "Share") and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of $0.60 per share. The expiry of the Warrants may be accelerated if the closing price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is equal to or greater than $1.00 for a minimum of twenty consecutive trading days and a notice of acceleration is provided in accordance with the terms of the Warrants. In connection with the issuance, the Company paid aggregate finder's fees consisting of $119,000 in cash and issued 297,500 non-transferrable finder's warrants valued at $100,980.

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, 2022 consolidated financial statements for details on accounting policies adopted in the period as well as future accounting policies.

FINANCIAL INSTRUMENTS AND FINANCIAL RISKS

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities, and loans payable. 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 13 of the Company’s consolidated financial statements for period ended September 30, 2022 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, 2022 was $1,216,818 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.

CRITICAL ESTIMATES, JUDMENTS AND ASSUMPTIONS

The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

• 16 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

Critical accounting estimates

Critical accounting estimates are estimates made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following:

Stock based compensation

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

Fair value of consideration in reverse take-over transaction

The fair value of consideration to acquire the Company in the reverse take-over transaction comprised common shares. Common shares were valued on the date of issuance. The Company applied IFRS 2 Share-based Payment in accounting for the Transaction.

Fair value of consideration in asset acquisition

The fair value of consideration to acquire Zonia Holdings Corp. comprised common shares and warrants. Both were valued on the date of issuance. The Company applied IFRS 2 Share-based Payment in accounting for the Transaction.

Significant Judgments

The preparation of these consolidated financial statements requires management to use judgment in applying its accounting policies and estimates and assumptions about the future. The following discusses the most significant accounting judgments the Company has made in the preparation of the consolidated financial statements.

Acquisitions

The determination of the acquirer in the Transaction is subject to judgement and requires the Company to determine which party obtains control of the combining entities. Management applies judgement in determining control by assessing the following three factors: whether the Company has power over the investee; whether the Company has exposure or rights to variable returns from its involvement; and whether the Company has the ability to use its powers over to affect the amount of its returns. In exercising this judgement, World Copper was deemed to be the acquirer in the Transaction.

Management has had to apply judgment in determining whether the acquisition of Zonia Holdings Corp. was a business combination or an asset acquisition. Management applied a three-element process to determine whether a business or an asset was purchased, considering inputs, processes and outputs of the acquisition in order to reach a conclusion. The Transactions were accounted for as an asset acquisition.

Going concern

The assumption that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short- and long-term operating budget, expected profitability, investing and financing activities, and management’s strategic planning. Should those judgments prove to be inaccurate, management’s continued use of the going concern assumption could be inappropriate.

• 17 -

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2022

Contingent Consideration

Management uses judgement to assess the existence of contingencies. At initial recognition at the date of a business combination and at the end of each reporting period, management also uses judgment to assess the likelihood of the occurrence of one or more future events which impacts the fair value of the contingent consideration. The Company will only recognize a contingent consideration as the related activity that gives rise to the variability occurs under asset acquisitions.

Exploration and evaluation assets impairment

At the end of each reporting period, the Company assesses each of its exploration and evaluation assets or cashgenerating units (“CGUs”) to determine whether any indication of impairment exists. The Company has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks and materiality to define its CGUs.

Judgment is required in determining whether indicators of impairment exist, including factors such as: the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of resource properties are budgeted or planned, and results of exploration and evaluation activities on the exploration and evaluation assets. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Revenue recognition

The Company records revenue from sale of royalty interests in accordance with the five-step model in IFRS 15 Revenue from Contracts with Customers as follows:

• i) Identify the contract with a customer;

• ii) Identify the performance obligation in the contract;

• iii) Determine the transaction price, which is the total consideration provided by the customer;

• iv) Allocate transaction price among the performance obligations in the contract based on their relative fair values; and

• v) Recognize revenue when the relevant criteria are met for each performance obligation.

Revenues from sale of royalty interests are recognized when all the performance obligations identified in the agreements are satisfied.

DISCLOSURE OF OUTSTANDING SHARE DATA (as at November 28, 2022)

Authorized Capital

Unlimited common shares without par value

Issued and Outstanding Shares – 113,700,331

Issued and Outstanding Stock Options – 10,755,000

Issued and Outstanding Warrants – 29,267,843

Issued and Outstanding Special Warrants – 6,667,427

• 18 -