お知らせ • Oct 31
Plata Latina Minerals Corporation (TSXV:PLA) completed the acquisition of Zonia Holdings Corp. from World Copper Ltd. (TSXV:WCU) for CAD 15.4 million.
Plata Latina Minerals Corporation (TSXV:PLA) entered into a definitive agreement to acquire Zonia Holdings Corp. from World Copper Ltd. (TSXV:WCU) for CAD 22 million on July 22, 2025. Under the terms of the definitive agreement, World Copper will receive CAD 10.5 million in cash (the 'Cash Consideration') and such number of Plata Latina Shares as results in World Copper and its shareholders owning approximately 31.3% of Plata Latina, on a non-diluted basis, immediately following closing of the Transaction and the Concurrent Financing (as defined below) (the 'Share Consideration'). The aggregate Cash Consideration and Share Consideration are valued at approximately CAD 22 million, which implies a value of approximately CAD 0.085 per common share of World Copper (the 'World Copper Shares')(1) representing a premium of approximately 40% to the five-day volume-weighted average price of the World Copper Shares on the TSX Venture Exchange as of July 22, 2025 and a premium of approximately 71% to the 20-day volume weighted average price of the World Copper Shares on the TSX Venture Exchange as of July 22, 2025. As part of the Transaction, World Copper shareholders are expected to receive approximately 0.3930 of a Plata Latina Share for each World Copper Share (the 'Exchange Ratio') pursuant to a distribution by World Copper to its shareholders of a substantial portion of the Share Consideration.(2) Immediately following closing, World Copper will retain approximately CAD 500,000 in cash and 15,000,000 Plata Latina Shares and will use the balance of the Cash Consideration to satisfy outstanding indebtedness, accounts payable and other liabilities of World Copper and its subsidiaries. In connection with the Transaction, Plata Latina has entered into binding subscription agreements with investors pursuant to a non-brokered private placement of units of Plata Latina ('Plata Latina Units') at a price of $0.10 per Plata Latina Unit for gross aggregate proceeds of CAD 17 million (the 'Concurrent Financing'). Plata Latina will be renamed Edge Copper Corporation upon closing of the transaction. In connection with the Transaction, Plata Latina has agreed to provide bridge financing to World Copper pursuant to the terms of a bridge loan agreement dated July 22, 2025 in an aggregate principal amount of up to CAD 600,000 (the “Bridge Loan”).World Copper shareholders will continue to hold their interest in World Copper, which is expected to remain a stand-alone public company, with a clean balance sheet, and a focus on continued exposure to the Cristal project - a prospective and high-potential Chilean porphyry copper deposit. A CAD 0.1 million ($75,000) break fee is payable by World Copper if it terminates the Letter Agreement. The Transaction is a Fundamental Acquisition (as defined in TSXV Policy 5.3) for Plata Latina. As per definitive agreement, the transaction includes customary non-solicitation and 'fiduciary-out' provisions, and provides for a reciprocal termination fee of CAD 1 million payable in certain circumstances, including if either Plata Latina or World Copper accepts a superior proposal that is not matched by the other party.
Following closing, Plata Latina will appoint two World Copper directors, currently expected to be Robert Kopple and Keith Henderson, to its current board of directors (the “Plata Latina Board”). Plata Latina’s senior leadership team will include Gilmour Clausen as Chair and Chief Executive Officer and Letitia Wong as President. In connection with the Transaction, Plata Latina intends to change its corporate name to “Edge Copper Corporation” and change its ticker symbol on the TSX Venture Exchange.
With respect to World Copper, the Transaction will require the approval of (a) two-thirds of the votes cast by World Copper shareholders at a special meeting of World Copper shareholders (the “World Copper Meeting”), (b) a majority of the votes cast at the World Copper Meeting, excluding votes cast by persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. (“MI 61-101”), and (c) shareholders in accordance with the corporate finance policies of the TSX Venture Exchange. In addition to shareholder and court approvals, the completion of the Transaction is subject to customary closing conditions, including approval of the TSX Venture Exchange and completion of the Concurrent Financing. Both the Plata Latina Board and the World Copper Board unanimously recommend that their respective shareholders vote in favour of the Transaction. The Transaction has been unanimously approved by the Plata Latina Board and the World Copper Board after consultation with their respective financial and legal advisors. Subject to the satisfaction of these conditions, the Transaction, Listing of Parent Consideration Shares and the Concurrent Financing are expected to close in October 2025. The proceeds of the Concurrent Financing are being allocated to finance the Cash Consideration and to fund exploration and development of Zonia, including drilling, metallurgical test work, feasibility study work and permitting work, and for general working capital and corporate purposes. As on October 16, 2025, the Supreme Court of British Columbia has approved the transaction. A financial advisory fee of 4% of the transaction value is payable by World Copper as a result of the closing of the Transaction. As on October 16, 2025, the transaction was approved by target shareholders.
Evans & Evans, Inc. ('Evans & Evans') acted as financial advisor and fairness opinion provider to World Copper Special Committee. National Bank Financial acted as Plata Latina’s exclusive financial advisor and Andrew Mihalik of Davies Ward Phillips & Vineberg LLP acted as its legal counsel. Origin Merchant Partners acted as World Copper’s financial advisor and Jonathan Lotz of Lotz & Company acted as its legal counsel.
Plata Latina Minerals Corporation (TSXV:PLA) completed the acquisition of Zonia Holdings Corp. from World Copper Ltd. (TSXV:WCU) for CAD 15.4 million on October 30, 2025. Under the terms of the Transaction, World Copper received consideration of CAD 10.5 million in cash and an aggregate of 37,820,374 common shares of Edge Copper.