Latin Metals, Latin Explore close plan of arrangement

Executive Summary

• Latin Metals Inc. and Latin Explore Inc. announced the closing of a court-approved spin-out arrangement, effective February 18, 2026, transferring the Para and Auquis copper projects from Latin Metals to the newly formed Latin Explore.
• Latin Metals shareholders received a distribution of 0.07904222 Latin Explore shares for every Latin Metals common share held, while retaining one new Latin Metals share. Latin Metals shares will delist from the TSX Venture Exchange on February 19, 2026.
• Concurrent with the spin-out, a private placement was completed raising $3 million in gross proceeds, with net proceeds designated for Latin Explore’s work programs and general working capital.

Key Details

• Spin-Out Structure:
  • Latin Metals shareholders receive 1 new Latin Metals common share and 0.07904222 Latin Explore common shares for each Latin Metals share held.
  • Final exchange ratio based on 138,457,650 Latin Metals shares issued and outstanding.
  • 10,944,000 Latin Explore shares distributed to Latin Metals shareholders.
• Trading and Listing:
  • Latin Metals shares delist from TSX Venture Exchange at market close on Feb. 19, 2026.
  • New Latin Metals shares list and begin trading on Feb. 20, 2026 (Cusip: 51830P103, ISIN: CA51830P1036, Ticker: LMS).
  • Latin Explore has applied to list on TSX Venture Exchange (Ticker: LXE); approval is pending.
  • Latin Explore is a reporting issuer in British Columbia and Alberta.
• Concurrent Financing (Finco):
  • 1559749 B.C. Ltd. (Finco) completed a non-brokered private placement of 30 million subscription receipts.
  • Aggregate gross proceeds: $3,000,000.
  • Price: $0.10 per subscription receipt.
  • Each receipt converted into one Finco common share and 0.5 Finco share purchase warrant.
  • Warrant Terms: Exercisable to purchase one Finco share at $0.20/share, exercisable until Dec. 23, 2027.
  • Finders' Fees: Up to 7% of gross proceeds paid in non-transferable finders' warrants (1 warrant per subscription receipt, exercisable at $0.10/share for 12 months).
• Share Exchange (Finco to Latin Explore):
  • Each Finco share exchanged for one Latin Explore share.
  • Finco warrants and finders' warrants exchanged for Latin Explore share purchase warrants with equivalent terms.
  • Net proceeds used primarily for Latin Explore’s work programs and general working capital.
• Latin Explore Capitalization:
  • Total shares issued and outstanding: 43.68 million.
  • Breakdown:
    • 10,944,000 shares (25%) issued to Latin Metals shareholders.
    • 30,000,000 shares (69%) issued to concurrent financing participants.
    • 2,736,000 shares (6%) issued to Latin Metals.
  • Total warrants issued: 15,749,000 (including 749,000 finders' warrants).
• Stock Options:
  • 3.1 million common share stock options granted to directors, officers, and consultants.
  • Exercise Price: $0.10 per share.
  • Term: 36 months from grant date.
  • Represents 7.0% of issued and outstanding stock (subject to regulatory approval).
• Technical Report:
  • Amended NI 43-101 Technical Report for the Para Copper-Molybdenum Project filed on SEDAR+.
  • Prepared by SLR Consulting (Canada) Ltd. (Catherine Fitzgerald, MSc, PGeo).
  • Effective Date: Dec. 12, 2025; Signing Date: Feb. 8, 2026.
  • Para project designated as the qualifying property for the Latin Explore TSX-V listing application.

Notable Quotes

• No direct quotes from executives were included in the provided text.