Latin Metals Provides Spin-Out Transaction Update

Core Viewpoint - Latin Metals Inc. is progressing with the spin-out of its Para Copper Project and Auquis Copper Project into a wholly owned subsidiary, Latin Explore Inc., through a court-approved plan of arrangement under British Columbia's Business Corporations Act [1]. Shareholder Meeting - A Special Meeting of Shareholders was held on January 14, 2026, where all resolutions related to the spin-out were approved with overwhelming support [2]. - The Arrangement Resolution required at least two-thirds approval from shareholders present, and it received 100% support from the votes cast [3][4]. Court Approval - The Supreme Court of British Columbia granted the final order approving the Arrangement on January 16, 2026 [5]. Financing Details - Latin Metals completed a non-brokered private placement of 30,000,000 subscription receipts for gross proceeds of $3,000,000 at a price of $0.10 per receipt, effective January 10, 2026 [6]. - Each subscription receipt will convert into a unit of Finco, consisting of one common share and one-half common share purchase warrant [7]. Share Exchange and Spin-Out - Following the conversion of subscription receipts, Latin Explore will acquire all common shares of Finco in exchange for shares of Latin Explore [9]. - The spin-out transaction is expected to close in early February 2026, with shareholders entitled to receive fractional shares of Latin Explore based on their holdings in Latin Metals [11][12]. Listing Application - Latin Explore submitted a listing application to the TSX Venture Exchange on December 24, 2025, and expects the shares to be listed by February 28, 2026 [13]. 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 [15].