Mr. Keith Henderson reports

LATIN METALS ANNOUNCES PLAN TO SPIN-OUT PERUVIAN COPPER ASSETS

Latin Metals Inc. has initiated plans to spin out certain of its 100-per-cent-owned Peruvian exploration projects into a newly incorporated subsidiary of Latin Metals (Latin Explore). Upon completion of the spinout, Latin Explore will initially be owned by Latin Metals, its shareholders and investors participating in a concurrent private placement to finance the launch of Latin Explore.

Latin Metals intends to complete the spinout by way of a plan of arrangement (POA) and apply to list the common shares of Latin Explore on the TSX Venture Exchange. Full details, including share exchange ratios, capitalization and listing timeline, will be provided in the POA that will be described once finalized in a subsequent news release and in a management information circular to be distributed to shareholders. It is currently anticipated that the record date for Latin Metals shareholders to receive shares in Latin Explore pursuant to the spinout will be Jan. 9, 2026, with completion of the spinout targeted for Q1 2026, subject to shareholder, court and TSX-V approval.

The strategy behind the spinout is to run parallel value-creation opportunities in Latin America:

• Latin Metals will continue to operate with its proven prospect generator model, advancing early-stage assets through to partner-financed exploration, minimizing or ultimately eliminating shareholder dilution in favour of asset-level dilution and industry-leading exploration partnerships. Shareholders enjoy exposure to multiple drill projects and discovery opportunities without the associated shareholder dilution.
• Latin Explore will operate as a self-financed, discovery-driven exploration company, executing on drill-ready projects that can deliver potential near-term discovery. Latin Explore will initially focus on drill testing of the Para copper project but will seek to acquire additional high-potential, advanced, drill-ready and permitted projects in Peru and elsewhere in South America.

Latin Explore's mandate will be to drill, test targets and create value through discovery.

"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."

Mr. Henderson continued: "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."

Latin Metals has established a special committee of independent directors to evaluate the proposed spinout and to, inter alia, consider whether the spinout is fair to Latin Metals shareholders and in the best interests of the company.

Latin Metals expects to have some overlap with Latin Explore regarding directors and management, but new appointments to board and management, including CEO, are expected to be made and announced in conjunction with the closing of the spinout. Latin Explore and Latin Metals will have separate sources of financing and independent operations. Shareholders are cautioned that the final details of the spinout are still to be determined and there is no certainty that the spinout will be completed on the terms currently proposed or at all.

About the Peruvian exploration projects

The company intends to include its 100-per-cent-owned Para copper project and Auquis copper project in the proposed spinout. Both projects are located in Peru.

Para copper project

Latin Metals acquired the Para project through staking in 2023 and expanded it in 2025 through acquisition of additional property. The company initially completed systematic geochemical sampling and interpretation, confirming the presence of multiple porphyry-style targets. Latin Metals subsequently purchased historical exploration data from Vale Exploration Peru SAC, a wholly owned subsidiary of Vale Canada Ltd. (see previous news release dated Feb. 10, 2025), allowing Latin Metals to leverage Vale's extensive prior work, minimizing risk and accelerating the next stages of exploration. Vale's exploration efforts included geochemical rock sampling, induced polarization, and ground magnetic and radiometric surveys and resulted in the identification of four drill targets. Historically, Vale completed drill permitting, providing a strong indication that Para is a project where new drill permits could be obtained in due course.

The company has retained SLR Consulting (Canada) Ltd. to complete a National Instrument 43-101 technical report on the Para project, which is intended to constitute Latin Explore's qualifying property within the meaning of TSX-V policies.

Auquis copper project

The Auquis project has potential for multiple deposit types, including copper-molybdenum porphyry and skarn. Surface exploration discoveries at Auquis to date include the Rose zone, where strong magnetic anomalies correspond to anomalous copper mineralization, and the Blanco zone, where intense magnetic anomalies align with skarn alteration and base metal mineralization.

Qualified person

Eduardo Leon, qualified person, is the company's qualified person as defined by NI 43-101 and has reviewed the scientific and technical information that forms the basis for portions of this news release. He has approved the disclosure herein. Mr. Leon is not independent of the company as he is an officer of the company and holds securities of the company.

About Latin Metals Inc.

Latin Metals is a copper, gold and silver exploration company operating in Peru and Argentina under a prospect generator model, minimizing risk and dilution while maximizing discovery potential. With 18 projects, the company secures option agreements with major mining companies to finance exploration. This approach provides early-stage exposure to high-value mineral assets.

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