Palamina Announces Shareholder Approval, Final Court Approval and Expected Closing of Colt Silver Spin-Out Transaction

Palamina Corp. shareholders overwhelmingly approved the spin-out of its subsidiary, Colt Silver Corp., on September 24, 2026. The Ontario Superior Court of Justice granted final approval on September 25, 2026, with the transaction scheduled to close on September 29, 2026.

Under the terms of the deal, Palamina shareholders will receive 0.25 Colt Silver shares for every Palamina share held. Palamina will retain a 9.1% equity interest in Colt Silver post-transaction. Existing Palamina shares will be exchanged one-for-one for New Common Shares, delisting from the TSXV on September 28 and relisting on September 29.

Colt Silver's post-transaction capitalization includes 50,355,422 total shares, with financing participants holding 44.6%. Two financings completed as part of the spin-out: a $600,000 debenture offering and a $2,450,000 subscription receipt offering. Proceeds are designated for exploration, drilling, and working capital.

Warrants entitle holders to 0.25 Colt shares upon exercise, with an obligation to issue up to 5,448,075 Colt shares.

Palamina Corp. (PA) has confirmed the successful completion of its previously announced corporate restructuring. The transaction followed expected milestones, including shareholder and court approvals, marking a routine execution step in the company’s strategic timeline.

The restructuring involved an exchange ratio adjustment from 0.33 to 0.25 in prior amendments, a change that the market had already incorporated into the share price. The deal effectively isolates the high-potential silver-copper assets, specifically the Colt Silver project, from the gold portfolio held by Palamina. This separation aims to unlock value for both entities without introducing new financial surprises or strategic pivots, as the transaction proceeds exactly as outlined in earlier filings.

Palamina Corp. is a mineral exploration company focused on gold, silver, and copper projects in Peru. Following the spin-out, Palamina will retain its gold portfolio, primarily the Usicayos project in the Puno Orogenic Gold Belt. Colt Silver Corp. will hold seven silver-copper assets, with the Galena project serving as the flagship. Galena is located in the Santa Lucia district and sits at the intersection of CRD and porphyry copper trends. The company has no royalty obligations on its staked ground in Peru. Management has a track record of defining significant silver resources, previously at the El Rayo project sold to Agnico Eagle.