Core Viewpoint - Latin Metals Inc. has announced a spin-out transaction involving its Para and Auquis Copper Projects in Peru, aimed at creating parallel value-creation opportunities for shareholders through the establishment of a new subsidiary, Latin Explore Inc. [1][2][3] Arrangement Details - The spin-out will be executed via a statutory plan of arrangement under the British Columbia Business Corporations Act, distributing approximately 10,944,000 common shares of Latin Explore to Latin Metals' shareholders [4] - Upon completion, shareholders of Latin Metals will hold approximately 28.3% of Latin Explore, while the company will retain about 7.1% and shareholders of Finco will hold approximately 64.6% [4] Financing and Share Exchange - Latin Explore will complete a share exchange with Finco, which has raised $2,500,000 through a private placement of 25,000,000 subscription receipts at $0.10 each [5] - Each subscription receipt will convert into a unit of Finco, consisting of one common share and one-half of a common share purchase warrant, with the warrants exercisable at $0.20 for 24 months [5][6] Special Committee and Recommendations - A special committee of independent directors reviewed the arrangement and recommended approval to the board, which has determined the arrangement is in the best interests of the company [10] - Evans & Evans, Inc. provided a verbal opinion that the arrangement is fair from a financial perspective for shareholders [10] Conditions and Approvals - The arrangement is subject to customary conditions, including approvals from the TSX Venture Exchange and a two-thirds majority vote from shareholders at the upcoming special meeting [11] - The listing of Latin Explore shares on the TSXV will depend on meeting the exchange's listing requirements [11] Project Overview - The Para Copper Project was acquired by Latin Metals in 2023 and expanded in 2025, with historical exploration data from Vale Exploration Peru S.A.C. confirming multiple porphyry-style targets [13][14] - The Auquis Copper Project has potential for various deposit types, with surface exploration revealing significant magnetic anomalies and mineralization [16] Company Background - Latin Metals Inc. operates under a prospect generator model, focusing on copper, gold, and silver exploration in Peru and Argentina, with 18 projects secured through option agreements with major mining companies [18]