Latin Metals Announces Anticipated Closing Date for Spin-Out of Para and Auquis Copper Projects

Executive Summary

• Latin Metals announces that the court‑approved spin‑out of its Para Copper Project and Auquis Copper Project into a newly formed subsidiary, Latin Explore Inc., is expected to close on February 18, 2026.
• Upon closing, each existing Latin Metals share will be exchanged for one new Latin Metals share plus approximately 0.07904222 Latin Explore shares (exchange ratio based on current outstanding shares).
• The transaction remains subject to customary conditions precedent, including TSX Venture Exchange approval and satisfaction/waiver of remaining closing conditions.

Key Details

• Closing Date: Expected on Wednesday, February 18, 2026.
• Exchange Ratio: Approximately 0.07904222 Latin Explore shares per Latin Metals share (final ratio to be determined at closing).
• Share Exchange Mechanics:
• Each pre‑closing Latin Metals common share → 1 new Latin Metals common share + ~0.07904222 Latin Explore common share.
• Shareholders must complete and return the Letter of Transmittal to Computershare Investor Services with required documentation.
• Eligibility: Both registered shareholders (directly held) and non‑registered shareholders (held through intermediaries) are covered; intermediaries should assist their clients.
• Reference Documents: Management Information Circular dated December 12, 2025 filed on the Company’s website and SEDAR+ profile.
• Regulatory Conditions: Closing subject to approval by the TSX Venture Exchange and satisfaction/waiver of all remaining conditions precedent.
• U.S. Securities Law Disclaimer: Shares issued will not be registered under the U.S. Securities Act and may only be offered in reliance on applicable exemptions.

Notable Quotes

“The successful completion of this spin‑out will unlock value for our shareholders and position Latin Explore to advance the Para and Auquis projects with a focused, low‑dilution prospect generator model.” – Keith Henderson, President & CEO

This release contains forward‑looking statements regarding the timing and closing of the spin‑out, regulatory approvals, and future exploration activities.