FOR IMMEDIATE RELEASE…Vancouver, British Columbia: World Copper Ltd. (formerly Allante Resources Ltd.) (“World Copper” or the “Company“) is pleased to announce the closing of its previously announced qualifying transaction (the “Transaction“) with 1188893 B.C. Ltd. (formerly World Copper Ltd.) (“8893“).
In addition, as a condition to the completion of the Transaction, the Company announces the completion of its previously announced name change from “Allante Resources Ltd.” to “World Copper Ltd.” effective January 12, 2021.
As part of the Transaction, the Company acquired all of the issued and outstanding shares of 8893 in exchange for common shares of the Company (“Company Shares“) on a 1:1 basis. The Transaction was effected pursuant to a share exchange agreement made as of February 28, 2020 among World Copper and 8893, as amended (the “Share Exchange Agreement“). Detailed information regarding the Transaction and other relevant information is available in the Filing Statement of the Company dated December 22, 2020 which has been filed on World Copper’s SEDAR profile on www.sedar.com (the “Filing Statement“).
The parties to the Transaction have made their final submission to the TSX Venture Exchange
(“TSXV“) in connection with the TSXV’s issuance of its listing bulletin. It is anticipated that the Company Shares will commence trading on Tier 2 of the TSXV under the trading symbol “WCU” on or about January 25, 2021.
Board of Directors and Management
Following the close of the Transaction, the directors and officers of the Company consist of:
|Hendrik van Alphen||Chief Executive Officer and Director|
|Patrick James Burns||President and Director|
|Sead Hamzagic||Chief Financial Officer|
|Marla Ritchie||Corporate Secretary|
On completion of the Transaction, certain Principals (as defined policies of the TSXV) of the Company holding an aggregate of 66,175,594 Company Shares, 1,700,000 common share purchase warrants and 1 special warrant (collectively, the “Escrowed Securities“) exercisable for up to 24,446,702 Company Shares (as more particularly described in the Filing Statement) are subject to escrow in accordance with TSXV Policy 5.4 Escrow, Vendor Consideration and Resale Restrictions (“Policy 5.4“). Pursuant to Policy 5.4, 10% of the Escrowed Securities will be released at the time of the Final Exchange Bulletin (as such term is defined in Policy 5.4), and 15% of the Escrowed Securities will be released every 6 months thereafter until the date which is 36 months following the Final Exchange Bulletin.
Shares for Debt
Pursuant to the terms of the Share Exchange Agreement and immediately prior to the close of the Transaction, 8893 issued an aggregate of 2,666,666 common shares (the “Debt Settlement Shares“) to Joe DeVries, the former President and CEO of World Copper, and Simco Services Inc., a private company controlled by Mr. DeVries, in full and final satisfaction of World Copper’s indebtedness to such creditors in the aggregate amount of $320,000 (the “Debt Settlement“). The Debt Settlement Shares were exchanged for Company Shares as a part of the Transaction and have been deposited into escrow with World Copper’s transfer agent and registrar pursuant to the terms of a CPC Escrow Agreement on TSXV Form 2F as more particularly described in the Filing Statement.
Early Warning Disclosure – Wealth Minerals Ltd.
Wealth Minerals Ltd. (“Wealth Minerals“), a publicly-traded company existing under the laws of British Columbia and a shareholder of the Company, makes the following announcement in accordance with National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues(“NI 62-103“)and National Instrument 62-104 Take-Over Bids and Issuer Bids.
Pursuant to the Transaction, Wealth Minerals Ltd. (“Wealth Minerals“), a publicly-traded British Columbia company, acquired 25,000,000 Common Shares (the “Wealth Minerals Shares“) at a deemed price of $0.20 per share. The acquisition by Wealth Minerals of the Wealth Minerals Shares occurred pursuant to the Share Exchange Agreement, wherein 25,000,000 shares held by Wealth Minerals in the capital of 8893 were exchanged on a 1:1 basis for Company Shares (the “Acquisition“).
Immediately prior to the closing of the Transaction, Wealth Minerals beneficially owned and had control and direction over nil Company Shares.
Immediately after the closing of the Transaction, Wealth Minerals beneficially owns and has control and direction over an aggregate of 25,000,000 Company Shares, representing approximately 18.90% of the issued and outstanding Company Shares.
The change in Wealth Minerals’ securityholding percentage is approximately 18.90% of the issued and outstanding Company Shares.
Wealth Minerals completed the Acquisition for investment purposes. Wealth Minerals will review its holdings in World Copper on a continuing basis and may from time to time and at any time, in their sole discretion, acquire or cause to be acquired additional equity or debt securities or other instruments of World Copper, or dispose or cause to be disposed such equity or debt securities or instruments, through open market transactions, private placements by World Copper and other privately negotiated transactions, or otherwise, in each case in accordance with Wealth Minerals’ obligations to World Copper pursuant to the Share Exchange Agreement and with applicable securities laws.
An early warning report will be filed under the Company’s profile on the SEDAR website at www.sedar.com. A copy of the early warning report can also be obtained from the contact below:
Wealth Minerals Ltd.
Suite 2300, 1177 West Hastings Street
Vancouver, British Columbia, V6E 2K3
Attn: Marla Ritchie, Corporate Secretary
Phone: (604) 331-0096
On Behalf of the Board of Directors of World Copper
“Hendrik van Alphen”
Chief Executive Officer
For further information, please contact:
Marla Ritchie, Corporate Secretary firstname.lastname@example.org
World Copper Ltd.
Suite 2300, 1177 West Hastings Street
Vancouver, BC V6E 2K3
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, statements with respect to the expected trading date of the Company Shares on the TSXV, the Company’s anticipated business plans and the timing of future activities of the Company are forward-looking statements that involve various risks and uncertainties, 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. Forwardlooking 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 forwardlooking statements in this news release, the Company has applied several material assumptions, including without limitation, that final TSXV acceptance of the Transaction and Debt Settlement will be obtained.
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, without limitation, 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 inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including final acceptance by the TSXV required for the Transaction and Debt Settlement and other risks and uncertainties disclosed in the Company’s continuous disclosure documents and the TSXV filing statement for the qualifying transaction. All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical report on the Company’s Escalones project which is filed on the Company’s SEDAR profile.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.