Latin Metals Provides Spin-Out Transaction Update
LC2334779-1
Latin Metals Provides Spin-Out Transaction Update
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.
NR26-03 January 22, 2025
Vancouver, British Columbia –Latin Metals Inc. ("Latin Metals" or the "Company") - (TSXV: LMS,
OTCQB: LMSQF), provides an update on the previously announced spin-out transaction (the "Spin-Out")
of the Company's Para Copper Project (the " Para Project ") and Auquis Copper Project (the " Auquis
Project") into Latin Explore Inc., a wholly owned subsidiary of the Company (" Latin Explore") by way of a
court-approved plan of arrangement under the provisions of the Business Corporations Act (British
Columbia) (the "Arrangement").
Meeting of Shareholders
A Special Meeting of Shareholders (the " Meeting") was held on January 14, 2026, to approve the
Arrangement Resolution, the Latin Explore Share Exch ange Resolution, and the Latin Explore Incentive
Plan Resolution, as further described in the Co mpany's management information circular dated
December 12, 2025 (the " Circular") and news release dated December 18, 2025. All resolutions passed
with overwhelming shareholder support.
At the Meeting, (a) the Arrangement Resolution required approval by at least (i) two-thirds of the votes
cast by shareholders present in person or represen ted by proxy and entitled to vote at the Meeting
(Table 1); and (ii) a simple majority of the votes cast by shareholders present in person or represented by
proxy and entitled to vote at the Meeting, excluding votes cast by persons required to be excluded by
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (Table 2),
and (b) the Latin Explore Share Exchange Resolution required approval by at least a simple majority of the
votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting,
excluding votes cast by persons required to be excluded by the policies of the TSX Venture Exchange
("TSXV") (Table 2).
Table 1: Votes cast by all shareholder entitled to vote at the Meeting.
Motion Shares Voted
FOR FOR AGAINST
Arrangement Resolution 70,887,584 100% -
Latin Explore Share Exchange Resolution 70,887,584 99.91% 0.09%
Latin Explore Incentive Plan Resolution 70,826,748 99.91% 0.09%
Table 2: Votes cast by shareholder entitled to vote, excluding votes required to be excluded by Multilateral
Instrument 61-101 and TSXV Policies, as applicable.
Motion Shares Voted
FOR FOR AGAINST
Arrangement Resolution 21,272,156 99.98% 0.02%
Latin Explore Share Exchange Resolution 21,272,156 99.70% 0.30%
NR26-03 Continued 2 January 22, 2026
LC2334779-1
Grant of Final Order
On January 16, 2026, the Supreme Court of British Columbia granted the final order approving the
Arrangement.
Closing of Subscription Receipt Financing
Latin Metals also reports that the previously announced upsized non-brokered private placement
(the "Concurrent Financing") of 30,000,000 subscription receipts to be completed by 1559749 B.C. Ltd.
("Finco") for aggregate gross proceeds of $3,000,000 at a price of $0.10 per subscription receipt (each,
a "Subscription Receipt") has closed, effective January 10, 2026.
Upon satisfaction of certain conditi ons, each Subscription Receipt will automatically be converted into a
unit of Finco (each, a " Finco Unit") each Finco Unit consisting of one (1) common share in the capital of
Finco and one-half of one (1/2) common share purchase warrant of Finco (each whole warrant, a " Finco
Warrant").
Latin Metals expects the Subscription Receipts to convert to Finco Units in the coming days.
Expected Closing of Latin Explore Share Exchange
Pursuant to the terms of the share exchange agreement to be entered into among Latin Explore, Finco,
and the shareholders of Finco (the " Share Exchange ") following the conversion of the Subscription
Receipts, Latin Explore will acquire all of the issu ed and outstanding common shares of Finco from the
Finco shareholders in exchange for shares of Latin Explore. Each Finco Warrant and Finco finder's warrant
will entitle the holder thereof to receive one (1) Latin Explore common share, on the schedule and terms
established at the time of the respective issuances of such Finco Warrants and finder's warrants.
The Share Exchange is expected to close in conjunction with the completion of the Arrangement.
Expected Closing of Spin-Out Transaction
Investors should note that under the terms of the Arrangement, shareholders of Latin Metals will be
entitled to receive in proportion to their respective holdings in Latin Metals, fo r each Latin Metals share
held on the business day immediately preceding the effective date of the Arrangement, or such other date
as determined by the Latin Metals board of director s, a fractional Latin Explore common share. Holders
of unexercised Latin Metals common share purchase wa rrants will not be entitled to any Latin Explore
common shares.
The Spin-Out is expected to close in early February 2026.
Expected TSX Venture Listing
On December 24, 2025, Latin Explore submitted a listi ng application to the TSXV for the listing of its
common shares thereon. Latin Metals expects that the listing application will be processed and the Latin
Explore common shares will be listed on the TSXV on or before February 28, 2026.
None of the securities to be issued pursuant to the Arrangement, the Share Exchange or the Concurrent
Financing have been or will be registered under th e United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. Any securities issued pursuant to the
Arrangement are anticipated to be issued in relianc e upon available exemptions from such registration
requirements pursuant to section 3(a)(10) of the U.S. Securities Act and similar exemptions under
applicable securities laws of any state of the United States. This news release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
NR26-03 Continued 3 January 22, 2026
LC2334779-1
About Latin Metals
Latin Metals Inc. is a copper, gold and silver expl oration company operating in Peru and Argentina under
a prospect generator model, minimizing risk and dilution while maximizing discovery potential. With 18
projects, the company secures option agreements with major mining companies to fund exploration. This
approach provides early-stage exposure to high-value mineral assets.
For more information, please get in touch with Latin Metals Investor Relations at 778-683-4324 or via
email at [email protected].
Stay Connected
Follow Latin Metals on YouTube, X, Facebook, LinkedIn and Instagram to stay informed on our latest
developments, exploration updates, and corporate news.
On Behalf of the Board of Directors of
LATIN METALS INC.
“Keith Henderson”
President & CEO
For further details on the Company readers are referred to the Co mpany's web site ( www.latin-
metals.com) and its Canadian regulatory filings on SEDAR+ at www.sedarplus.ca.
For further information, please contact:
Keith Henderson
Suite 890
999 West Hastings Street
Vancouver, BC, V6C 2W2
Phone: 604-638-3456
E-mail: [email protected]
Elyssia Patterson, VP Investor Relations
Email: [email protected]
Phone: 778-683-4324
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains forward-looking statements and forward-looking informatio n (collectively, "forward-
looking statements") within the meaning of applicable Canadian and U.S. securities legislation. All statements, other
than statements of historical fact, included herein including, without limitation, statements regarding the timing and
completion of the Spin-Out and the Arrangement, the comp letion of all conditions precedent to the Arrangement,
including the conversion of the Subscription Receipts, and the Share Exchange, the receipt of all necessary regulatory
approvals, anticipated exploration program results from ex ploration activities, the discovery and delineation of
mineral deposits/resources/reserves, and the anticipated business plans and timing of future activities of the
Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it
can give no assurance that such expe ctations will prove to be correct. Of ten, but not always , forward looking
information can be identified by words such as "pro form a", "plans", "expects", "may ", "will", "should", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipat es", "believes", "potential" or variations of such words
including negative variations thereof, and phrases that refer to certain actions, events or results that may, could,
would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release,
the Company has applied several material assumptions, including without limitation, that it (and as applicable Latin
NR26-03 Continued 4 January 22, 2026
LC2334779-1
Explore) will obtain TSXV acceptance and the required corporate approvals for the Spin-Out and Arrangement,
including in respect of the initial listing for trading of the Latin Explore Shares on the TSXV, that market fundamentals
will result in sustained precious and base metals demand and prices, the receipt of any necessary permits, licenses
and regulatory approvals in connection with the future development of the Para Project and the Auquis Project in a
timely manner, the availability of fi nancing on suitable terms for the deve lopment, construction and continued
operation of the Company’s projects, a nd the Company’s ability to comply with environmental, he alth and safety
laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to differ materially from any future results, performance
or achievements expressed or implied by the forward-look ing information. Such risks and other factors include,
among others, the Arrangement may divert management's attention, the Company will incur substantial transaction
costs in connection with the Spin-Out and if the Spin-Out and Arrangement are not completed the costs may be
significant and could have a material adverse effect on the Company, operating and technical difficulties in
connection with mineral exploration and development and mine development activities at the Company's projects,
estimation or realization of mineral reserves and mineral resources, requirements for additional capital, future prices
of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the
demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of
plants, equipment or processes to operat e as anticipated, accidents, labour disputes and other risks of the mining
industry, delays or the inability of the Company to obtain any necessary permits, consents or authorizations required,
including of the TSXV, financing or other planned activities, changes in laws, regulations and policies affecting mining
operations, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and
possible outcome of pending litigation, environmental issues and liabilities, risks relating to epidemics or pandemics
and their impact on the Company's business, risks related to joint venture operations, and risks related to the
integration of acquisitions, as well as those factors discussed under the heading "Risk Factors" in the Company's
latest Management Discussion and Analysis and other filings of the Company with the Canadian Securities
Authorities, copies of which can be found under the Company's profile on the SEDAR+ website at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward looking statements. Except as otherwise required by
law, the Company undertakes no obligation to update any of the forward-looking information in this news release or
incorporated by reference herein.