Latin Metals receives holder, court OKs for spinout

Executive Summary

• Latin Metals Inc. provided an update on the spin-out of its Para and Auquis copper projects into a new subsidiary, Latin Explore Inc., noting that shareholder resolutions were overwhelmingly approved at a special meeting on Jan. 14, 2026.
• The Supreme Court of British Columbia granted the final order approving the arrangement on Jan. 16, 2026.
• A previously announced upsized non-brokered private placement of 30 million subscription receipts for $3 million gross proceeds closed on Jan. 10, 2026, with conversion to Finco units expected shortly.

Key Details

• Shareholder Approval: A special meeting held on Jan. 14, 2026, approved the arrangement resolution, Latin Explore share exchange resolution, and Latin Explore incentive plan resolution with overwhelming support.
• Court Approval: The Supreme Court of British Columbia granted the final order approving the arrangement on Jan. 16, 2026.
• Financing Closed: 1559749 B.C. Ltd. (Finco) closed a non-brokered private placement of 30 million subscription receipts for aggregate gross proceeds of $3 million at a price of $0.10 per subscription receipt, effective Jan. 10, 2026.
• Subscription Receipt Terms: Each subscription receipt will automatically convert into a Finco unit consisting of one common share and one-half of one common share purchase warrant.
• Share Exchange Structure: Latin Explore will acquire all issued and outstanding common shares of Finco from Finco shareholders in exchange for Latin Explore shares. Finco warrants and finder warrants will entitle holders to receive one Latin Explore common share each.
• Spin-out Mechanics: Latin Metals shareholders will receive fractional Latin Explore common shares in proportion to their holdings for each Latin Metals share held on the business day preceding the effective date. Unexercised Latin Metals warrants are not entitled to Latin Explore shares.
• Timeline: The spin-out is expected to close in early February 2026.
• Listing Application: Latin Explore submitted a listing application to the TSX Venture Exchange on Dec. 24, 2025, with expected listing on or before Feb. 28, 2026.