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, Dec. 18, 2025 (GLOBE NEWSWIRE) -- Latin Metals Inc. ("Latin Metals" or the "Company") - (TSXV: LMS, OTCQB: LMSQF), is pleased to announce that, further to the Company's news release dated December 9, 2025, it has obtained an interim order (the "Interim Order") of the Supreme Court of British ...

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]