Not for distribution to United States newswire services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States. VANCOUVER, British Columbia, Feb. 18, 2026 (GLOBE NEWSWIRE) -- Latin Metals Inc. ("Latin Metals") (TSXV: LMS, OTCQB: LMSQF) and Latin Explore Inc. ("Latin Explore"), updates that the previously announced spin-out transaction (the "Spin-Out") of Latin Metals’ Para Copper Project (the "Para Project") and Auquis Copper Pro ...

Core Viewpoint - Latin Metals Inc. is set to complete a spin-out transaction of its Para Copper Project and Auquis Copper Project into a new entity, Latin Explore Inc., with the arrangement expected to close on February 18, 2026, allowing shareholders to receive new shares in both companies [1][4]. Group 1: Spin-Out Transaction Details - The spin-out transaction will allow Latin Metals shareholders to receive one new common share of Latin Metals and approximately 0.07904222 shares of Latin Explore for each share held [1][6]. - Registered shareholders must complete and submit a letter of transmittal along with their shares to Computershare Investor Services Inc. to receive the new shares [2]. - Non-registered shareholders should contact their intermediaries for assistance in the share deposit process [3]. Group 2: Regulatory and Compliance Information - The closing of the arrangement is subject to the satisfaction of conditions, including approval from the TSX Venture Exchange [4]. - The securities issued in the arrangement will not be registered under the U.S. Securities Act and may not be sold in the U.S. without proper registration or exemption [5]. Group 3: 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 [7]. - The company is actively seeking strategic partners to advance its exploration portfolio [7]. Group 4: Upcoming Events - Latin Metals will participate in several industry conferences in Q1 2026, providing opportunities to connect with investors and industry leaders while showcasing its exploration progress [10].

Core Viewpoint - Latin Metals Inc. is set to complete a spin-out transaction of its Para Copper Project and Auquis Copper Project into a new entity, Latin Explore Inc., with the arrangement expected to close on February 18, 2026, allowing shareholders to receive new shares in both companies [1][4]. Group 1: Spin-Out Transaction Details - The spin-out will be executed through a court-approved plan of arrangement under the Business Corporations Act (British Columbia) [1]. - Each Latin Metals shareholder will receive one new common share of Latin Metals and approximately 0.07904222 shares of Latin Explore for each share held prior to closing [1][6]. - The final exchange ratio will be determined at the closing based on the number of issued and outstanding Latin Metals shares [6]. Group 2: Shareholder Instructions - Registered Latin Metals shareholders must complete and submit a letter of transmittal along with their share certificates to Computershare Investor Services Inc. to receive their new shares [2]. - Non-registered shareholders should contact their intermediaries for assistance in depositing their shares [3]. Group 3: 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 [7]. - The company seeks strategic partners to advance its exploration portfolio, focusing on high-value mineral assets [7]. Group 4: Additional Information - Further details regarding the arrangement can be found in the management information circular dated December 12, 2025, available on the company's website and SEDAR+ profile [4]. - The closing of the arrangement is subject to the approval of the TSX Venture Exchange and the satisfaction of remaining conditions [4].

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].

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].

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]

Core Viewpoint - Latin Metals Inc. is planning to spin out its Peruvian exploration projects into a new subsidiary called Latin Explore, aiming to create parallel value-creation opportunities in Latin America [1][3][4] Spin-Out Details - The Spin-Out will be executed through a Plan of Arrangement (POA) and aims to list Latin Explore on the TSX Venture Exchange (TSXV) [2] - The record date for Latin Metals shareholders to receive shares in Latin Explore is anticipated to be January 9, 2026, with completion targeted for Q1 2026, pending necessary approvals [2][5] Strategic Rationale - The Spin-Out allows Latin Metals to pursue different exploration strategies without negatively impacting its share structure, providing shareholders with exposure to a self-funded, drill-focused exploration company [4][5] - Latin Explore will focus on drilling and testing targets to create value through discovery, while Latin Metals will continue its prospect generator model [3][6] Project Inclusions - The Spin-Out will include the 100%-owned Para Copper Project and Auquis Copper Project, both located in Peru [6][9] - The Para Copper Project has been advanced through systematic geochemical sampling and historical data acquisition from Vale Exploration Peru S.A.C., identifying multiple drill targets [7][8] Management Structure - Latin Metals expects some overlap in management and directors between Latin Metals and Latin Explore, with new appointments to be announced at the closing of the Spin-Out [5]