World Copper Ltd. — Management Reports 2023

Nov 17, 2023

WORLD COPPER LTD

(An Exploration Stage Company)

Management's Discussion and Analysis

For the Nine Month Period ended September 30, 2023

Corporate Head Office 2710 – 200 Granville Street Vancouver, BC V6C 1S4

INTRODUCTION

This Management Discussion & Analysis ("MD&A") for World Copper Ltd. (the "Company" or "World Copper") for the period ended September 30, 2023, has been prepared by management, in accordance with the requirements of National Instrument 51-102, as of November 17, 2023, and compares its financial results for the period ended September 30, 2022. 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, 2023, 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, 2022. 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.

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.

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 a loss of \$2,388,689 during the period ended September 30, 2023 (September 30, 2022 - \$14,902,708). 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.

The 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.

ACQUISITION OF TMI GROUP

On September 25, 2019, the Company acquired 100% of the common shares of the SASC Metallurgy Corp., Escalones Copper Corp., and TriMetals Mining Chile SCM (collectively the "TMI Group"), which included a 100% interest in the Escalones property from Gold Springs Resource Corp. ("Gold Springs"). Gold Springs was also guaranteed that its holdings of the Company at closing of the Company's public listing date on a fully diluted basis, shall not be less than 30% of the 8,333,333 common shares of the Company issued and outstanding following the acquisition of the TMI Group on September 25, 2019. On January 15, 2021, the Company issued 4,891,865 common shares valued at \$1,761,071 to Gold Springs to maintain its 30% pro-rata interest rights per the share exchange agreement. The Company also issued a special warrant whereby Gold Springs will be entitled to receive up to an additional 8,148,901 common shares upon the deemed exercise of the special warrant. The special warrants will be deemed to be exercised on a proportionate basis at the time the Company's warrants are exercised.

On October 22, 2021, Wealth Minerals acquired all the 13,225,198 common shares and special warrants of the Company held by Gold Springs for the aggregate purchase price of \$4,364,315. As of September 30, 2023 - 1,238,612 shares valued at \$334,425 have been issued and 525,889 special warrants have expired leaving a balance of 6,384,400 potential shares (December 31, 2022 - a balance of 6,667,427 potential shares) to be issued pursuant to the special warrant.

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, 7,445,273 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.

The following table provides details of the fair value of the consideration given and the fair value of the assets and liabilities 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 Fair value of 7,445,273 World Copper warrants issued Acquisition costs incurred	\$ 26,450,312 3,465,355 650,789
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:

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

WORLD COPPER LTD. (An Exploration Stage Company) Management Discussion & Analysis For the period ended September 30, 2023

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

EXPLORATION AND EVALUATION ASSETS

	Zonia	Escalones	Cristal	Total
	Property, USA	Property, Chile	Property, Chile
Acquisition costs capitalized
Balance, December 31, 2021	\$ -	\$ 6,361,987	\$ 216,947	\$ 6,578,934
Acquisition costs - cash	-	689,522	62,420	751,942
Acquisition costs - shares	-	334,425	-	334,425
Acquisition of Zonia (Note 7)	34,701,408	-	-	34,701,408
Balance, December 31, 2022	34,701,408	7,385,934	279,367	42,366,709
Acquisition costs - cash	-	583,818	-	583,818
Acquisition costs - shares	-	-	-	-
Balance, September 30, 2023	34,701,408	7,969,752	279,367	42,950,527

	Zonia	Escalones	Cristal
Exploration and evaluation expenses - 2023	Property, USA	Property, Chile	Property, Chile	Total
Assays	\$ 4,906	\$ -	\$ -	\$ 4,906
Community relations	-	1,224	-	1,224
Consulting	64,279	-	-	64,279
Environmental	1,402	-	-	1,402
Field and camp supplies	10,512	13,182	-	23,694
Geological	33,216	32,611	-	65,827
Geophysical	19,769	-	-	19,769
Property taxes, lease and other	135,360	154,256	-	289,616
Drilling, Roads & Trenches	147,035	2,257	-	149,292
Transportation and equipment rentals	242	2,429	-	2,671
Expenditures	416,721	205,959	-	622,680
Expense recovery (Chilean VAT)	-	(2,422,778)	-	(2,422,778)
Period ended September 30, 2023	\$ 416,721	\$ (2,216,819)	\$ -	\$ (1,800,098)

	Zonia		Escalones	Cristal
Exploration and evaluation expenses - 2022		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
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

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* (paid):
• viii) paying USD\$216,000 on or before July 6, 2023(2) (paid);
• ix) paying USD\$216,000 on or before September 30, 2023(2) (paid);
• x) paying USD\$218,000 on or before December 31, 2023(2);
• xi) paying USD\$800,000 on or before June 30, 2024(2);
• xii) paying USD\$800,000 on or before December 31, 2024(2);
• xiii) paying USD\$800,000 on or before June 30, 2025(2); and
• xiv) paying USD\$800,000 on or before December 31, 2025(2).

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

(2) The timing of the original June 30, 2023 \$500,000 and June 30, 2024 payments were 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 January 15, 2023, remains unpaid, the timing of the January 15, 2023 \$500,000 payment and terms are being renegotiated between the Company and the optionor.

The underlying Cristal Property owner retains a 3% NSR royalty, of which 2% can be repurchased by paying 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.

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 7,731,286 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, 2023 compared with the three and nine month periods ended September 30, 2022. 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, 2023.

For the three-month period ended September 30, 2023:

Net loss for the period

The Company had net earnings for the three-month period ended September 30, 2023, of \$1,223,544 (2022 loss - \$2,412,549). The net decrease of \$1,189,005 in the net loss for the three-month period ended September 30, 2023, compared to the three-month period ended September 30, 2022, was primarily due to a decrease in share-based compensation on stock options issued and an offsetting decrease on a gain on sale of royalty. Items that caused the net decrease are noted in the following:

In comparison to the three-month period ended September 30, 2022:

• Accretion of \$44,694 (2022 \$38,406) increased by \$6,648 due to loan warrants issued in the current period on the extension of loan due dates.
• Consulting fees of \$231,451 (2022 \$484,960) decreased by \$253,509 mainly due to a reduction in external consulting fees after requiring such services since completing its qualifying transaction on January 15, 2021, and the acquisition of Zonia on January 28, 2022.
• Depreciation of \$1,250 (2022 \$1,250) remained consistent and is based on property plant and equipment acquired on the acquisition of Zonia on January 28, 2022.
• Exploration and evaluation of \$260,795 (2022 \$684,351) decreased by \$423,556 as the Company completed an extensive program in 2022 on its Escalones and Zonia Properties as noted in a detailed list of exploration and evaluation assets noted in the exploration expenditure tables above.
• Foreign exchange loss of \$5,932 (2022 \$210,366) decreased by \$24,434 due to a fluctuating exchange rate in United States dollars and Chilean Pesos and the amount of liabilities payable.
• Insurance of \$18,786 (2022 \$26,374) decreased by \$7,588 due to timing of costs incurred.
• Interest of \$104,804 (2022 \$147,816) decreased by \$43,012 due to loans assumed on the acquisition of Zonia on January 28, 2022. The comparative period included a reconciliation adjustment which caused the majority of the decrease compared to the current period.
• Office and miscellaneous of \$34,204 (2022 \$30,856) increased by \$3,348 mainly due to the timing of certain costs.
• Professional fees of \$181,745 (2022 \$239,831) decreased by \$58,086 mainly due to legal costs related to the company's transaction with Electric Royalties in the prior year.
• Rent of \$31,873 (2022 \$24,847) increased by \$7,026 mainly due to usage of increased space after the acquisition of Zonia on January 28, 2022.

• Share-based compensation of \$8,715 (2022 \$1,795,179) decreased by \$1,786,464 are non-cash expenses and due to a timing and amount of stock option issuances.

• Shareholder communications of \$158,158 (2022 \$551,957) decreased by \$393,799 as the Company's expenses in the comparative period were higher due to the first year of publicly trading and reporting on its activities and the communications of on the acquisition of Zonia on January 28, 2022.

• Transfer agent and regulatory fees of \$1,829 (2022 \$15,738) decreased by \$13,909 mainly due to the additional filings of the company's stock option plan, transfer fees and other filings in the comparative period.
• Travel of \$83,986 (2022 \$63,069) increased by \$20,827 due to an increase in trade shows and conferences.
• Wages and benefits of \$63,251 (2022 \$67,909) decreased by \$4,658 due to a slight decrease in the CEO's wages and benefits in the current period compared to the comparative period.
• Interest income of \$7,839 (2022 \$Nil) increased by \$7,839 due to interest received on GST Refunds.
• Gain on Sale of Royalty of \$Nil (2022 \$1,970,000) decreased by \$1,970,000 due to proceeds received from Electric Royalties in the comparative period for a 0.5% Gross Revenue Royalty on the Zonia Project.

For the nine-month period ended September 30, 2023:

Net loss for the period

The Company had a net loss for the nine-month period ended September 30, 2023, of \$2,388,689 (2022 - \$14,902,708). The net decrease of \$12,514,019 in the net loss for the nine-month period ended September 30, 2023, compared to the nine-month period ended September 30, 2022 was primarily due to a decrease in share-based compensation on stock options issued and a decrease in exploration and evaluation expenditures and a recover in exploration and evaluation expenditures. Items that caused the net decrease are noted in the following:

In comparison to the nine-month period ended September 30, 2022:

• Accretion of \$231,282 (2022 \$100,743) increased by \$130,539 due to loan warrants issued in the current period on the extension of loan due dates.
• Consulting fees of \$1,094,749 (2022 \$1,567,382) decreased by \$472,633 mainly due to a reduction in external consulting fees after requiring such services since completing its qualifying transaction on January 15, 2021, and the acquisition of Zonia on January 28, 2022.
• Depreciation of \$3,750 (2022 \$3,750) remained consistent and is based on property plant and equipment acquired on the acquisition of Zonia on January 28, 2022.
• Exploration and evaluation of \$622,680 (2022 \$5,601,084) decreased by \$4,978,404 as the Company completed an extensive program in 2022 on its Escalones and Zonia Properties as noted in a detailed list of exploration and evaluation assets noted in the exploration expenditure tables above.
• Foreign exchange loss of \$126,176 (2022 \$202,323) decreased by \$76,147 due to a fluctuating exchange rate in United States dollars and Chilean Pesos and the amount of liabilities payable.
• Insurance of \$62,747 (2022 \$59,972) increased by \$2,775 due to the acquisition of Zonia on January 28, 2022.
• Interest of \$301,957 (2022 \$284,311) increased by \$17,646 due to loans assumed on the acquisition of Zonia on January 28, 2022.
• Office and miscellaneous of \$84,655 (2022 \$130,488) decreased by \$45,833 mainly due to the consolidation of costs on the acquisition of Zonia on January 28, 2022.
• Professional fees of \$346,813 (2022 \$537,244) decreased by \$190,431 mainly due to legal costs related to the acquisition of Zonia on January 28, 2022.
• Rent of \$88,538 (2022 \$70,591) increased by \$17,947 mainly due to usage of increased space after the acquisition of Zonia on January 28, 2022.
• Share-based compensation of \$84,945 (2022 \$4,777,695) decreased by \$4,692,750 are non-cash expenses and due to a timing and amount of stock option issuances.
• Shareholder communications of \$574,328 (2022 \$1,243,967) decreased by \$669,639 as the Company's expenses in the comparative period were higher due to the first year of publicly trading and reporting on its activities and the communications of on the acquisition of Zonia on January 28, 2022.

• Transfer agent and regulatory fees of \$47,240 (2022 \$43,611) increased by \$3,629 mainly due to the additional filing fees charged in the current period.

• Travel of \$197,650 (2022 \$342,845) decreased by \$145,195 due to the increased travel in the prior period after easing of travel restrictions due to Covid-19.

• Wages and benefits of \$195,595 (2022 \$222,055) decreased by \$26,460 due to a decrease in the CEO's wages and benefits in the current period.
• Interest income of \$7,839 (2022 \$Nil) increased by \$7,839 due to interest received on GST Refunds.
• Recovery of exploration and evaluation expenditures of \$2,422,778 (2022 \$Nil) increased by \$2,422,778 due to the recovery of VAT taxes in the Company's Chilean subsidiary on exploration expenditures.
• Gain on Sale of Royalty of \$Nil (2022 \$285,353) decreased by \$285,353 due to the sale and buy-back a 1% NSR on the Zonia project and the sale of a 0.5% GRR on the Zonia project in the comparative period.
• Loss on extinguishment of \$696,201 (2022 \$Nil) is due to warrants issued on the extension of loans.
• Loss on the sale of investment of \$60,000 (2022 \$Nil) is due to the sale of the investment in Electric Royalties Ltd. during the period.

	December 31, 2022	December 31, 2021	December 31, 2020
Total Assets \$ Exploration and evaluation assets Total Liabilities Working capital (deficit) Shareholders' equity Loss for the Year	43,745,604 42,366,709 7,055,863 (4,503,008) 36,689,741 (16,447,294)	\$ 10,596,961 6,578,934 1,083,644 1,878,610 9,513,317 (6,374,297)	\$ 4,824,930 4,446,720 1,743,030 (864,820) 3,081,900 (1,969,763)
Loss per share – Basic and Diluted Cash Dividends Declared	(0.18) -	(0.14) -	(0.03) -

SUMMARY OF ANNUAL INFORMATION

SUMMARY OF QUARTERLY RESULTS

	September 30, 2023	June 30, 2023	March 31, 2023	December 31, 2022
Total assets	\$ 43,671,175	\$ 45,252,522	\$ 44,061,198	\$ 43,745,604
Exploration and evaluation assets	\$ 42,950,527	\$ 42,366,709	\$ 42,366,709	\$ 42,366,709
Total liabilities	\$ 6,331,506	\$ 6,697,874	\$ 6,506,554	\$ 7,055,863
Working capital (deficit)	\$ (5,625,974)	\$ (3,245,559)	\$ (3,809,221)	\$ (4,503,008)
Shareholders' equity	\$ 37,339,669	\$ 38,554,648	\$ 37,554,644	\$ 36,689,741
Total revenue	\$ -	\$ -	\$ -	\$ -
Net earnings (loss) for the period	\$ (1,223,544)	\$ 1,126,106	\$ (2,291,251)	\$ (1,544,586)
Basic and diluted loss per share	\$ (0.01)	\$ 0.01	\$ (0.02)	\$ (0.01)

	September 30, 2022	June 30, 2022	March 31, 2022	December 31, 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	\$ -	\$ -	\$ -
Net loss for the period	\$ (2,412,549)	\$ (7,093,215)	\$ (5,396,944)	\$ (1,765,888)
Basic and diluted loss per share	\$ (0.02)	\$ (0.07)	\$ (0.07)	\$ (0.03)

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.

On November 17, 2023, the Company reported that Nolan Peterson has resigned as Chief Executive Officer and President of the Company. The Company has appointed Hendrik van Alphen, current Chairman of the Board, as Interim Chief Executive Officer and President until a permanent candidate is identified. Mr. van Alphen remarked "I am glad to take on the role of interim CEO as we retrench the Company in this current difficult market to set the stage for new permanent leadership and new corporate development. While there are many short-term headwinds presently, the business case for copper is as strong as ever, and World Copper has great assets to capitalize on the long-term upward trend."

Key management personnel compensation during the periods ended September 30, 2023, and 2022 was as follows:

		September 30, 2023		September 30, 2022
Included in consulting fees:
Consulting fees paid or accrued to a corporation owned by the director and former CEO, namely Henk Van Alpen	\$	78,000	\$	90,000
Consulting fees paid or accrued to a director, namely Patrick Burns		24,228		-
Professional fees for accounting services paid to a corporation controlled by Sead Hamzagic for CFO duties.		63,000		69,687
Consulting fees paid or accrued to a corporation controlled by Marla Ritchie for Corporate secretary services.		27,000		26,000
Consulting fees paid or accrued to Marcelo Awad, Executive Director, Chile.		-		31,735
Rent paid or accrued to a corporation controlled by Marla Ritchie.		88,638		70,591
Included in wages and benefits:
Wages and benefits paid or accrued to a CEO, namely Nolan
Peterson		186,418		210,000
	\$	467,284	\$	498,013
		September 30, 2023		September 30, 2022
Management fees, included in consulting fees and wages and benefits Share-based compensation	\$ \$	378,646	\$ - \$	427,422 2,727,509

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:

	September 30, 2023	December 31, 2022
Included in accounts payable and accrued liabilities:
Due to directors	\$ 72,000	\$ 191,262
Due to the CEO	12,819	34,060
Due to the CFO	-	7,350
Due to the corporate secretary	85,906	95,598
	170,725	328,270
Included in due to related parties:
Due to Wealth Minerals	112,487	112,450
	\$ 283,212	\$ 440,720

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

During the year ended December 31, 2022, the Company assumed loans of \$3,275,076 from a director and former Zonia directors on the Zonia Transaction (See Notes 9 and 12). The amounts owing as at September 30, 2023 and December 31, 2022 are as follows:

	Directors'	Zonia	Other Loan	Dividend
	Loans	Loan	Advances	Loan	Total
Loans payable:
Balance – December 31, 2021	\$ 12,500	\$ -	\$ -	\$ -	\$ 12,500
Assumption of Zonia Loans (1)	167,383	891,538	1,173,743	1,042,412	3,275,076
Interest expense	18,604	91,089	193,912	78,428	382,033
Accretion	12,119	77,816	40,776	-	130,711
Foreign exchange adjustment	-	59,338	80,104	-	139,442
Repayments	(12,500)	-	-	-	(12,500)
Balance – December 31, 2022	\$ 198,106	\$ 1,119,781	\$ 1,488,535	\$ 1,120,840	3,927,262
Equity portion of compound instruments	-	-	(937,647)	-	(937,647)
Interest expense	16,208	79,267	136,488	68,412	300,375
Loss on Extinguishment			696,201		696,201
Accretion	12,076	114,767	107,439	-	234,282
Foreign exchange adjustment	-	(639)	132,275	-	131,636
Balance – September 30, 2023	\$ 226,390	\$ 1,313,176	\$ 1,623,291	\$ 1,189,252	4,352,109

(1) The balance assumed from Zonia on January 28, 2022 includes Principal, Accrued Interest and Accretion Discount (see Note 9 of the September 30, 2023 financial statements).

LIQUIDITY AND CAPITAL RESOURCES AND CAPITAL EXPENDITURES

At September 30, 2023, the Company has a deficit of \$20,534,007 (December 31, 2022 - \$18,829,220) and a working capital deficit of \$5,625,974 (December 31, 2022 working capital - \$4,503,008).

During the period ended September 30, 2023, the Company had the following cash flows:

• i) Cash flows used in operating activities of \$1,569,282 (2022 \$5,467,899). 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 of \$83,818 (2022 \$608,595). The Company received proceeds of \$500,000 (2022 - \$Nil) on the sale of its investment in Electric Royalties, spent \$583,818 (2022 -

\$523,631) in Exploration and evaluation assets, spent Nil (2022 - \$92,070) related to acquisition costs of Cardero Resources Corp., and received cash of \$Nil (2021 - 7,106) on acquisition of Zonia.

iii) Cash provided by financing activities of \$2,016,212 (2022 - \$4,971,572). These cash inflows were a result of incoming funds from private placements net of share issuance costs and option and warrant exercise of \$2,016,025 (2022 - \$5,503,169), amounts paid to Gold Springs Resource Corp. \$Nil (2022 - \$500,000), amounts advanced to Zonia of \$Nil (2022 - \$18,945), \$Nil (2022 - \$12,500) in Loan repayments, and net amounts received from Wealth Minerals \$37 (2022 paid - \$152).

The Company had the following share capital transactions:

During the period ended to September 30, 2023 and to the date of this report, the Company.

• i) On March 31, 2023, issued 7,974,344 units at \$0.18 per unit for gross proceeds of \$1,435,382 in the first of two tranches of a private placement. Each unit consisted of one common share and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of \$0.30 per share. In connection with the issuance, the Company paid aggregate finder's fees consisting of \$5,813 in cash and issued 32,297 finder's warrants valued at \$37,056. Each finder's warrant entitles the holder thereof to purchase one common share at a price of \$0.30 for a period of 24 months from the date of issuance.
• ii) On April 27, 2023, the Company issued 3,332,323 units at \$0.18 per unit for gross proceeds of \$599,818 in the second of two tranches of a private placement. Each unit consisted of one common share and onehalf of one common share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder to acquire one additional share of the Company for a period of two years from the date of issuance at a price of \$0.30 per share. In connection with the issuance, the Company paid aggregate finder's fees consisting of \$756 in cash and issued 4,200 finder's warrants valued at \$206. Each finder's warrant entitles the holder thereof to purchase one common share at a price of \$0.30 for a period of 24 months from the date of issuance.

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, 2023 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 14 of the Company's consolidated financial statements for the period ended September 30, 2023, 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, 2023 was \$370,371 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:

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.

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 17, 2023)

Authorized Capital

Unlimited common shares without par value

Issued and Outstanding Shares – 125,006,998

Issued and Outstanding Stock Options – 7,755,000

Issued and Outstanding Warrants – 35,873,728

Issued and Outstanding Special Warrants – 6,384,400