FOR IMMEDIATE RELEASE…Vancouver, British Columbia: World Copper Ltd. (“World Copper” or the “Company“; TSXV: WCU) announces that, further to its news release of April 20, 2021, it has reached an agreement to amend the letter agreement dated April 13, 2021 with Cardero Resource Corp. (“Cardero“; TSXV: CDU), whereby the Company agreed to acquire 100% of Cardero’s Zonia copper oxide project located in central Arizona (“Zonia“) by way of business combination between the Company and Cardero (the “Proposed Transaction“).
Summary of Amendments
The terms of the Proposed Transaction have been amended to provide that, upon the closing of the Proposed Transaction, and subject to acceptance by the TSX Venture Exchange (the “TSXV“), the Company will grant to Robert Kopple, a controlling shareholder of Cardero, or an entity controlled by him (the “Royalty Holder“) an option (the “Royalty Option“) to acquire a 1% net smelter returns royalty (the “Royalty“) on Zonia. The Royalty Option may be exercised by the Royalty Holder, in its sole discretion, by paying to World Copper an amount equal to approximately $1.41 million. At the election of World Copper or the Royalty Holder, 100% of the Kopple Royalty can be bought-out by World Copper in common shares of World Copper, each issued at a deemed price equal to the offering price of the previously announced concurrent private placement (see news release dated April 13, 2021), for an approximate buy-out amount of $3.0 million to $3.87 million. In connection with the amendment to the terms of the Proposed Transaction, the parties have extended the deadline for the execution of the definitive transaction agreement to June 30, 2021.
Zonia is located in the Walnut Grove Mining District, Yavapai County, Arizona, and consists of 261 patented (96) and unpatented (185) mineral claims, and 566.85 acres of surface rights acquired from the State of Arizona, all totaling 4,279.55 acres.
Zonia is a near-surface, copper-oxide resource and a brownfields site having already been mined in the late 1960s and ’70s. The project has been significantly de-risked with over 50,000 metres of drilling completed to date and with substantial amounts of detailed engineering completed. Zonia contains Measured Mineral Resources of 15.6 million short tons grading 0.43% copper (129.3 million pounds of copper), Indicated Mineral Resources of 61.4 million short tons grading 0.31% copper (380.6 million pounds of copper) and Inferred Mineral Resources of 27.2 million short tons grading 0.28% copper (154.6 million pounds of copper) at a 0.2% total copper cut-off grade. A preliminary economic assessment dated April 17, 2018, effective date March 22, 2018 (the “PEA“) was prepared by Global Resource Engineering Ltd., which suggests that the project can be advanced utilizing low-cost open pit mining and heap leach with SX-EW processing to produce pure copper cathode (a copy of the PEA technical report is available on Cardero’s SEDAR profile at www.sedar.com).
Zonia was pre-stripped during mining in the late 1960s and 1970s so that, as described in the PEA, the strip ratio is a low 1:1. Furthermore, GRE outlines a mine plan and development strategy entirely on private land, which significantly reduces the timeline for permitting. At a copper price of $3.00/lb, Zonia shows an after-tax NPV at 6% of $225 million, and an IRR of 29.0%.
The PEA is preliminary in nature, it includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and, as such, there is no certainty that the PEA results will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability as there is no certainty that all or any part of the resources will be converted into reserves.
In addition to the established resource, the Zonia land position contains a copper-molybdenum geochemical anomaly (associated with depressed manganese values) that is similar in intensity and scale (1000 by 1500 metres) to the main resource, and within the same prospective geology. This anomaly is located two kilometers northeast of the resource and represents a high-priority copper-oxide porphyry exploration drill target.
Additional information about the Company or Cardero is available under their respective SEDAR profiles available at www.sedar.com.
John Drobe, P.Geo., a qualified person as defined by NI 43-101, has reviewed the scientific and technical information that forms the basis for this news release and has approved the disclosure herein. Mr. Drobe is not independent of the Company as he is a consultant of World Copper.
ABOUT WORLD COPPER LTD.
World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company focused the exploration and development of its two primary copper porphyry projects, Escalones and Cristal, both located in Chile. World Copper is pursuing five copper porphyry targets, one with estimated mineral resources, significant soluble copper mineralization, and exciting potential to expand the resource base.
Escalones has estimated mineral resources of 185 million tonnes of 0.33% copper (0.37% CuEq) Indicated and 254 million tonnes of 0.39% copper (0.43% CuEq) Inferred, based on nearly 25,000m of drill core from 53 holes. In addition, three significant hydrothermal alteration zones, each measuring between 2,000m and 3,000m in diameter, lie 8-10km to the north of the main discovery.
Mineral resources are not mineral reserves and do not have demonstrated economic viability as there is no certainty that all or any part of the resources will be converted into reserves. Inferred Mineral Resources are that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. It is reasonably expected that the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
The World Copper team has a unique skill in navigating the mining sector within Chile, with some members having worked in the country for more than 40 years and with discovery success.
On Behalf of the Board of Directors of
WORLD COPPER LTD.
Chief Executive Officer
For further information, please contact:
Nolan Peterson or Michael Pound
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, the Company’s expectation that it and Cardero will be able to complete the Proposed Transaction, the closing and amount of the private placement, that Zonia can be advanced utilizing low-cost open pit mining and heap leach, the results of the PEA (including, without limitation the NPV, IRR, estimated costs and average rate of production), the anticipated exploration program results from exploration activities and the anticipated business plans and timing of future activities of the Company, including the timing for the closing of the Proposed Transaction, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it will be able to negotiate and enter into a definitive agreement with respect to the Proposed Transaction, and that it will obtain TSXV acceptance and the required corporate approvals of the Proposed Transaction, that there will be investor interest in the private placement, market fundamentals will result in sustained copper and precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Company’s projects in a timely manner, the availability of financing on suitable terms for the development, construction and continued operation of such projects and the ability to comply with environmental, health and safety laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, requirements for additional capital, actual results of exploration activities, the reasonability of the economic assumptions at the basis of the results of the PEA for Zonia, the estimation or realization of mineral reserves and mineral resources, future prices of copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in the private placement, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals (including acceptance of the Proposed Transaction and the private placement by the TSXV), permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID‑19, including the impact of COVID‑19 on the Company’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the timing and possible outcome of any pending litigation, environmental issues and liabilities, as well as the risk factors described in the Company’s annual and quarterly management’s discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company’s profile at www.sedar.com.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.