Latin Metals Sets Expected Close Date for Strategic Copper Projects Spin-Out

Latin Metals Inc. (“Latin Metals” or the “Company”) has announced the anticipated closing of its previously announced spin-out transaction involving the Para and Auquis Copper Projects. The transaction is expected to be finalized on Wednesday, February 18, 2026, subject to customary closing conditions and regulatory approvals. This update was released on February 17, 2026.

Overview of the Spin-Out Arrangement

The spin-out (“Spin-Out”) will transfer ownership of the Company’s Para Copper Project (“Para Project”) and Auquis Copper Project (“Auquis Project”) into a new company named Latin Explore Inc. (“Latin Explore”) through a court-approved plan of arrangement under the British Columbia Business Corporations Act (the “Arrangement”).

This strategic corporate restructuring is aimed at creating a more focused entity dedicated to advancing copper-focused exploration and development. Latin Metals is primarily a copper, gold and silver exploration company operating in Peru and Argentina using a prospect generator model that seeks to minimize shareholder dilution while maximizing discovery potential.

Shareholder Treatment Under the Arrangement

Under the terms of the Arrangement, registered Latin Metals shareholders will receive:

• One (1) new common share of Latin Metals for each Latin Metals share held prior to closing.
• Approximately 0.07904222 of a Latin Explore common share per Latin Metals share, based on the current Exchange Ratio before closing.

The final Exchange Ratio could change depending on the number of Latin Metals shares issued and outstanding at the time of closing and the Latin Explore shares distributed.

To receive these shares, registered shareholders must submit their completed and executed Letter of Transmittal along with required share certificates or DRS advices to Computershare Investor Services Inc., the depositary appointed for the transaction.

Non-Registered Shareholder Instructions

Shareholders whose Latin Metals shares are held through a broker, bank, or other intermediary should contact that intermediary for assistance with depositing their shares and ensuring they receive the applicable new shares and Latin Explore shares.

Regulatory and Closing Conditions

Completion of the Arrangement is subject to remaining conditions, including the satisfaction or waiver of precedents and the approval of the TSX Venture Exchange. None of the new securities to be issued under the Arrangement have been registered under the U.S. Securities Act of 1933, and they are not expected to be offered or sold in the U.S. without proper registration or exemption.

This update follows prior announcements including shareholder approval of the Arrangement at a special meeting held on January 14, 2026, where resolutions related to the spin-out were overwhelmingly supported.

About Latin Metals and Latin Explore

Latin Metals Inc. is an exploration company focused on copper, gold and silver assets in Latin America. With a diversified portfolio of projects and an emphasis on early-stage exploration through partnerships, the Company seeks to maximize discovery opportunities while minimizing risk and dilution for shareholders.

Latin Explore Inc. is being established as a dedicated vehicle for advancing the Para and Auquis copper projects, with the goal of achieving independent growth and focusing on copper exploration. The spin-out is part of the Company’s broader strategy to unlock value for shareholders and streamline project development.

Next Steps and Investor Considerations

Shareholders and interested parties should refer to the Company’s management information circular dated December 12, 2025, filed on Latin Metals’ website and on its SEDAR+ profile for detailed information on the Spin-Out. Continued compliance with regulatory requirements and final exchange approvals will determine the exact closing mechanics and timeline.

Upon successful closing, shareholders of Latin Metals will hold shares in both the reorganized Latin Metals and the newly spun-out Latin Explore, enabling participation in the future growth prospects of both entities.

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