World Copper Ltd is pleased to announce it has entered into a binding letter agreement on February 12, to sell its interest in the Zonia copper project, located in the Walnut Grove Mining District, Yavapai County, Arizona, to an arm’s length, European-based metals and mining investment manager for CAD $26.0 million in cash.

The Purchaser is a European metals and mining investment manager with two decades of experience in investing in and developing mining projects globally. This acquisition represents a strategic move for the Purchaser, demonstrating their continued commitment to the mining sector.

The purchase price will be paid in three tranches. CAD $8.0 million is due upon closing of the transaction, another CAD $8.0 million is payable on or before the 15-month anniversary of closing, and the final CAD $10.0 million is due on or before the 30-month anniversary of closing. The Purchaser has the option to accelerate payment of the two later installments.

To secure World Copper’s interest during the payment period, the shares of World Copper’s Arizona subsidiary, Cardero Copper (USA) Ltd, which holds the Zonia project, will be held in escrow. World Copper will also retain a security interest over these shares and the project itself. This structure ensures that if the Purchaser fails to make any installment payment, the Subco shares, and therefore the Zonia project, will revert back to World Copper, with the Purchaser forfeiting any claim to them.

The transaction is structured as a share purchase and sale, wherein the Purchaser will acquire all issued and outstanding shares of Subco.

The Letter Agreement outlines a 90-day due diligence period for the Purchaser. Following successful completion of due diligence, the parties will have 15 days to finalize and execute a definitive agreement. This definitive agreement will encompass customary terms and conditions for a transaction of this nature, ensuring a smooth and legally sound transfer of ownership.

Completion of the proposed transaction is contingent upon several key factors, including the satisfactory completion of due diligence by the investment manager, the execution of a definitive agreement, and the receipt of all required shareholder, board, and regulatory approvals, including approval from the TSX Venture Exchange.

This sale allows World Copper to realize significant value from the Zonia project while focusing on its other assets. The substantial cash infusion will provide the company with increased financial flexibility to pursue strategic opportunities and further develop its portfolio.