Latin Metals to spin out Peruvian exploration projects

Executive Summary

• Latin Metals Inc. has announced plans to spin out its 100%-owned Peruvian exploration assets (Para and Auquis copper projects) into a newly incorporated subsidiary, Latin Explore.
• The transaction will be executed via a Plan of Arrangement (POA) with the intent to list Latin Explore common shares on the TSX Venture Exchange.
• The spin-out aims to create parallel value-creation opportunities: Latin Metals will continue as a prospect generator, while Latin Explore will operate as a self-financed, discovery-driven exploration company.

Key Details

• Transaction Structure: Spin-out of Peruvian assets into a new subsidiary, Latin Explore, via a Plan of Arrangement (POA).
• Ownership: Upon completion, Latin Explore will be initially owned by Latin Metals, its existing shareholders, and investors participating in a concurrent private placement to finance Latin Explore.
• Timeline:
  • Record date for shareholders to receive Latin Explore shares: January 9, 2026.
  • Targeted completion: Q1 2026.
  • Subject to shareholder, court, and TSX-V approval.
• Assets Included:
  • Para Copper Project: 100% owned. Acquired via staking in 2023 and expanded in 2025. Includes historical data from Vale Exploration Peru SAC (geochemical sampling, IP, magnetic/radiometric surveys) identifying four drill targets. SLR Consulting retained for NI 43-101 technical report.
  • Auquis Copper Project: 100% owned. Potential for copper-molybdenum porphyry and skarn deposits. Surface discoveries include the Rose zone (copper mineralization) and Blanco zone (skarn alteration/base metals).
• Strategic Rationale:
  • Latin Metals: Continue prospect generator model, advancing early-stage assets through partner-financed exploration to minimize shareholder dilution.
  • Latin Explore: Self-financed, drill-focused exploration company targeting near-term discoveries. Will initially drill the Para project and seek additional high-potential, advanced, drill-ready, and permitted projects in Peru and South America.
• Governance: A special committee of independent directors has been established to evaluate the fairness of the spin-out. New board and management appointments, including a CEO for Latin Explore, are expected at closing.
• Risk Factors: Final details are undetermined; no certainty that the spin-out will be completed on proposed terms or at all.

Notable Quotes

• "Shareholders of Latin Metals understand that their investment is centred on partner-funded growth and reduced shareholder dilution, creating multiple opportunities for exploration success; but some projects require a different approach," commented Keith Henderson, Latin Metals' president and chief executive officer. "With the creation of Latin Explore, Latin Metals shareholders will have parallel exposure to a self-funded, drill-focused exploration company."
• "Latin Metals is continually exposed to quality acquisition opportunities that are simply not a good fit for a company operating as a prospect generator. The creation of Latin Explore allows Latin Metals' shareholders to participate in such opportunities without negatively impacting the share structure of Latin Metals."