VANCOUVER, British Columbia — February 18, 2026 — Leads & Copy — Latin Metals Inc. has completed the spin-out transaction of its Para Copper Project and Auquis Copper Project into Latin Explore Inc., effective today.
The arrangement, approved by the court under the Business Corporations Act (British Columbia), involves Latin Metals shareholders receiving one new Latin Metals share and 0.07904222 of a Latin Explore common share for each Latin Metals common share held prior to the effective time.
The exchange ratio is based on 138,457,650 Latin Metals shares issued and outstanding, and 10,944,000 Latin Explore shares being distributed to Latin Metals shareholders.
Latin Metals Shares, exchanged on a one-for-one basis for New Latin Metals Shares, will delist from the TSX Venture Exchange on February 19. The New Latin Metals Shares will list and begin trading on February 20, retaining the ticker symbol “LMS” and CUSIP and ISIN numbers 51830P103 and CA51830P1036, respectively.
Latin Explore is now a reporting issuer in British Columbia and Alberta and has applied to list its shares (symbol TSXV: LXE) on the TSXV, with approval pending.
Finco completed a non-brokered private placement of 30,000,000 subscription receipts for gross proceeds of $3,000,000, priced at $0.10 per receipt. Each receipt converted into a Finco unit, comprising one common share and one-half of one common share purchase warrant. Each whole warrant allows the holder to purchase one Finco share at $0.20 per share until December 23, 2027.
Finco paid finder’s fees up to 7% of the gross proceeds and issued non-transferable finder’s warrants equal to 7% of the subscription receipts issued. Each finder’s warrant is exercisable into one Finco Share at $0.10 per share for 12 months from issuance.
Latin Explore and Finco completed a share exchange where each Finco Share was exchanged for one Latin Explore Share, and each Finco Warrant and Finder’s Warrant was exchanged for a Latin Explore Share purchase warrant. Proceeds from the financing will be used by Latin Explore for work programs and working capital.
Latin Explore has 43,680,000 shares issued and outstanding, including 10,944,000 shares issued to Latin Metals shareholders (25%), 30,000,000 shares issued to participants in the concurrent financing (69%), and 2,736,000 shares issued to Latin Metals (6%). A total of 15,749,000 warrants have been issued, including 749,000 Finder’s Warrants.
Latin Explore has granted 3,100,000 common share stock options to directors, officers, and consultants, exercisable at $0.10 per share for 36 months from the grant date. The Options represent 7.0% of the issued and outstanding stock. The Options were granted in accordance with Latin Explore’s omnibus share incentive plan, subject to regulatory approval.
An amended independent Technical Report for the Para Project, prepared by Catherine Fitzgerald of SLR Consulting (Canada) Ltd., has been filed on SEDAR+. The report, titled “Amended NI 43-101 Technical Report for the Para Copper-Molybdenum Project, Lima Department, Peru”, has an effective date of December 12, 2025, and a signing date of February 8, 2026. The Para Project is the Qualifying Property for the Latin Explore listing application with the TSXV.
Registered Latin Metals Shareholders must submit a letter of transmittal and their share certificates/DRS advices to Computershare Investor Services Inc. to receive the New Latin Metals Shares and Latin Explore Shares. Non-registered shareholders should contact their Intermediary for assistance. Further information is available in Latin Metals’ management information circular dated December 12, 2025, on SEDAR+.
Latin Metals Inc. is a copper, gold and silver exploration company operating in Peru and Argentina. Latin Explore Inc. is a copper-gold exploration company focused on advancing high-quality projects in South America.
Management from Latin Metals and Latin Explore will attend the upcoming PDAC conference in Toronto, March 1–4, 2026.
For further details on Latin Explore and Latin Metals, readers are referred to Canadian regulatory filings on SEDAR+ at www.sedarplus.ca and the Latin Metals website.
Source: Latin Metals
