Latin Metals Provides Spin-Out Transaction Update and Files Technical Report for Para Project

Executive Summary

• Latin Metals obtained an interim order from the Supreme Court of British Columbia to proceed with a court‑approved plan of arrangement (the “Arrangement”) that will spin out its Para Copper and Auquis Copper projects into a new wholly‑owned subsidiary, Latin Explore Inc.
• A special shareholders’ meeting is scheduled for 14 January 2026 to approve the Arrangement, a related share exchange with Finco, and an omnibus incentive plan for Latin Explore.
• The concurrent private placement financing has been upsized to 30 million subscription receipts for gross proceeds of $3 million at $0.10 per receipt.

Key Details

• Interim Order: Supreme Court of British Columbia granted an interim order allowing the special meeting to consider the Arrangement and related resolutions.
• Special Meeting: Held 14 Jan 2026, 9:30 a.m. PT, Vancouver; record date 8 Dec 2025. Materials will be mailed to shareholders and posted on SEDAR+.
• Arrangement Resolution Requirements: ≥ 2/3 of votes cast at the meeting plus a simple majority excluding excluded votes (per Multilateral Instrument 61‑101).
• Share Exchange: Latin Explore will acquire all issued shares of Finco in exchange for Latin Explore shares; requires simple majority of eligible votes.
• Incentive Plan: Proposed omnibus share incentive plan for Latin Explore, subject to regulatory approval; requires simple majority of eligible votes.
• Board Recommendation: Unanimous recommendation to vote “FOR” the Arrangement, Share Exchange, and Incentive Plan resolutions.
• Closing Conditions: Subject to TSXV final approval, completion of the concurrent financing, and other customary conditions. Failure of any resolution (e.g., Share Exchange) will prevent completion of the Arrangement.
• Concurrent Financing Upsize: Private placement increased to 30 million subscription receipts; gross proceeds $3 million at $0.10 per receipt; terms unchanged from the Dec 9 2025 release.
• Post‑Arrangement Ownership (Pro Forma): Approx. 25 % of Latin Explore shares held by existing Latin Metals shareholders, 6 % retained by Latin Metals, and ~69 % by Finco shareholders.
• U.S. Securities Law Disclaimer: Issuances will rely on exemptions from registration under the U.S. Securities Act; no offer or solicitation in the United States.
• Technical Report Filing: Independent NI 43‑101 technical report for the Para Copper‑Molybdenum Project filed on SEDAR+ (effective and signed 12 Dec 2025). The Para Project will serve as the Qualifying Property for Latin Explore’s TSXV listing application.

Notable Quotes

• “The Board unanimously recommends that shareholders vote FOR the Arrangement, Share Exchange, and Incentive Plan resolutions,” – Keith Henderson, President & CEO.