World Copper Ltd. (TSXV:WCU) made a non-binding offer to acquire Cardero Resource Corp. (TSXV:CDU) from Wealth Minerals Ltd. (TSXV:WML), Escalones Resource Corp. and others for CAD 3.2 million on April 6, 2021. World Copper Ltd. entered into a letter agreement to acquire Cardero Resource Corp. from Wealth Minerals Ltd., Escalones Resource Corp. and others on April 13, 2021. World Copper Ltd. entered into a definitive arrangement agreement to acquire Cardero Resource Corp. from Wealth Minerals Ltd., Escalones Resource Corp. and others on September 17, 2021. World Copper Ltd. entered into an amended agreement to acquire Cardero Resource Corp. from Wealth Minerals Ltd., Escalones Resource Corp. and others on June 4, 2021. Pursuant to the arrangement agreement, WCU is to complete a financing concurrently with or within 12 months of the completion of the proposed transaction, of not less than CAD 10 million. Under the terms of the transaction, WCU would acquire all of the outstanding common shares of Cardero in consideration of the issuance of common shares of WCU such that upon the completion of the transaction, the number of WCU shares held by former shareholders of Cardero, on a non-diluted basis, will be 40% with the remaining 60% held by the existing shareholders of WCU. In connection with the transaction, WCU will consolidate its issued and outstanding shares in an amount of one post-Consolidation WCU Share for every three pre-Consolidation WCU Shares. WCU will assume certain debts of Cardero consisting of (i) approximately CAD 2.33 million in loans owed to a controlling shareholder of Cardero and (ii) approximately CAD 1.02 million in outstanding dividends on preferred shares in the capital of Cardero. Cardero will become a wholly-owned subsidiary of WCU at closing. Prior to the completion of the proposed transaction, Cardero will effect a voluntary delisting of its shares from the TSX Venture Exchange. The arrangement agreement also provides for the payment of a mutual termination fee of CAD 250,000 if the proposed transaction is not completed in certain specified circumstances. Under the terms of the letter agreement, Cardero will have the right to appoint two members to the board of the merged entity.

The transaction is subject to the approval of the board of directors of each party, the execution of a definitive agreement, holders of no greater than 5% of the total outstanding Cardero Shares exercising their Dissent Rights; the approval of the World Copper shareholders and 66 2/3% of the votes cast by Cardero shareholders, Cardero having not more than CAD 300,000 in outstanding accounts payable and accrued liabilities, excluding loans made by entities controlled by director Robert Kopple, receipt of court and all regulatory and TSXV approvals. Cardero has appointed a special committee to review the proposed transaction and make recommendations to the Cardero board. As of September 20, 2021, the proposed transaction received the unanimous approval of the board of directors of Cardero, with Robert Kopple and Henk Van Alphen, a director of both Cardero and WCU. The transaction has received the unanimous approval of the board of directors of World Copper. The board of directors of Cardero recommends that shareholders vote in favor of the Transaction. As of November 1, 2021, World Copper has received conditional acceptance from the TSXV to list the World Copper Shares comprising the consideration, which was a condition to the completion of the arrangement. As of November 10, 2021, Cardero Resource Corp. has obtained an interim order of the Supreme Court of British Columbia in connection with the arrangement agreement. A special meeting of shareholders to approve the transaction will be held on December 10, 2021. As of December 10, 2021, the shareholders of Cardero has approved the transaction. As of December 14, 2021, the British Columbia Supreme Court has approved the deal. The transaction is expected to be completed in third quarter of 2021. As of June 4, 2021, the transaction is expected to complete in 2021. As of November 1, 2021, the transaction is expected to close on or about December 20, 2021. As of January 27, 2022, the transaction is expected to close on January 28, 2022. Evans & Evans Inc. acted as financial advisor and fairness opinion provider to special committee of Cardero. Jonathan Lotz of Lotz & Company acted as legal advisor to World Copper. Shauna Hartman of Armstrong Simpson acted as legal advisor to Cardero Resource. Computershare Investor Services Inc. acted as registrar, transfer agent and depository to Cardero.

World Copper Ltd. (TSXV:WCU) completed the acquisition of Cardero Resource Corp. (TSXV:CDU) from Wealth Minerals Ltd. (TSXV:WML), Escalones Resource Corp. and others on January 28, 2022. Robert Kopple and Keith Henderson have been appointed as directors of World Copper.