Update on Plan of Arrangement Vancouver, British Columbia--(Newsfile Corp. - January 27, 2022) - World Copper Ltd. (TSXV: WCU) (OTCQB: WCUFF) ("World Copper") and Cardero Resource Corp. (TSXV: CDU) (FSE: CR51) ("Cardero") announce the following update on the previously announced plan of arrangement whereby World Copper and Cardero have agreed to combine their respective businesses (the "Arrangement") pursuant to an arrangement agreement dated September 17, 2021, as amended (the "Arrangement Agreement") (see news releases dated April 20, June 9, September 20, November 9 and December 13, 2021).
Cardero received final approval of the Arrangement from the Supreme Court of British Columbia on December 14, 2021, and World Copper and Cardero entered into an amendment to the Arrangement Agreement dated December 28, 2021, whereby the parties agreed to extend the outside date for the completion of the Arrangement to January 31, 2022. The closing of the Arrangement is now anticipated to occur on January 28, 2022 (the "Closing").
Effective at the close of trading today, January 27, 2022, the common shares of Cardero (the "CDU Shares") were halted by IIROC pending the completion of the Arrangement. After the market close on January 31, 2022, the CDU Shares will also be delisted from the TSX Venture Exchange (the "TSXV").
At the time of Closing, each outstanding CDU Share will be exchanged for 0.200795 of a World Copper common share, such that after Closing, the former shareholders of Cardero, on a non-diluted basis, will hold 40% of the outstanding World Copper common shares, with the remaining 60% held by the existing shareholders of World Copper, before giving effect to any concurrent financing by World Copper.
The Closing will be subject to receipt of all necessary approvals, including final acceptance by the TSXV of the Arrangement and the delisting of the Cardero Shares, and satisfaction by the parties of the TSXV's closing conditions and other conditions customary in transactions of this nature.
Further information on the Arrangement can be found in the Cardero management information circular dated November 1, 2021 (the "Circular"), which is available on Cardero's SEDAR profile at www.sedar.com. Cardero Shareholders should follow the instructions in the Circular to in order to receive the WCU Shares, including by completing the letter of transmittal which accompanied the Circular.
ABOUT WORLD COPPER LTD.
World Copper Ltd., headquartered in Vancouver, BC, is a Canadian resource company focused on the exploration and development of its copper porphyry projects: Escalones and Cristal in Chile, and Zonia in Arizona. Two of these projects have estimated resources with significant soluble copper mineralization, and there are at least two other copper porphyry targets with exciting potential to expand the resource base. The Zonia project is being acquired as part of the Arrangement.
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.
For further details on World Copper readers are referred to its website.
ABOUT CARDERO RESOURCE CORP.
Cardero Resource Corp., headquartered in Vancouver, is a resource company focused on building a minerals exploration and development company. Cardero has exercised the exclusive option to acquire a 100% interest in the Zonia Copper Oxide Project, located in Arizona. 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 almost 700 drill holes completed to date and with substantial amounts of detailed engineering completed. The estimated resource (NI 43-101 as amended and dated October, 2017) is located entirely on private land. Cardero completed a Preliminary Economic Assessment ("PEA") published in April 2018 which outlines a mine plan and a chosen development route that will allow permitting to be done on private land thereby reducing the time line for permitting. Engineering at Zonia is more advanced than a typical project at this stage of development and it is reasonable to assume that the Project could go straight to Feasibility from PEA. The deposit is amenable to truck and shovel open pit mining and copper recovery via leaching and SX-EW processing to copper cathode.
Detailed information is available at Cardero's web site at www.cardero.com.