Latin Metals Provides Spin-Out Transaction Update and Files Technical Report for Para Project

Core Viewpoint - Latin Metals Inc. is progressing with a spin-out transaction involving its Para Copper Project and Auquis Copper Project into a wholly owned subsidiary, Latin Explore Inc., which requires shareholder approval at a special meeting scheduled for January 14, 2026 [1][2]. Shareholder Meeting Details - The special meeting of shareholders will take place on January 14, 2026, at 9:30 a.m. in Vancouver, British Columbia, with a record date of December 8, 2025, for determining eligible shareholders [2]. - Shareholders will receive management information circulars and related materials, which are crucial for understanding the Arrangement and their rights [2]. Resolutions to be Approved - Shareholders will vote on multiple resolutions, including the Arrangement Resolution, a share exchange among Latin Explore, Finco, and Finco shareholders, and the implementation of an omnibus share incentive plan for Latin Explore [3][4]. - The Arrangement Resolution requires at least two-thirds approval from voting shareholders, while the other resolutions require a simple majority [4][5]. Board Recommendations - The Board of Directors unanimously recommends that shareholders vote in favor of all proposed resolutions, emphasizing that the completion of the share exchange is a condition for the Arrangement [5]. Financing Details - The non-brokered private placement for subscription receipts has been increased to 30,000,000 receipts, aiming for gross proceeds of $3,000,000 at a price of $0.10 per receipt [9]. - Post-Arrangement, shareholders are expected to hold approximately 25% of Latin Explore shares, with Finco shareholders holding about 69% [9]. Technical Report Filing - An independent technical report for the Para Project has been filed on SEDAR+, prepared in accordance with National Instrument 43-101, which will serve as the Qualifying Property for Latin Explore's listing application [11]. Company Overview - Latin Metals Inc. operates as a copper, gold, and silver exploration company in Peru and Argentina, utilizing a prospect generator model to minimize risk and maximize discovery potential [12].