Mr. Keith Henderson reports

LATIN METALS PROVIDES SPIN-OUT TRANSACTION UPDATE

Latin Metals Inc. has provides an update on the previously announced spinout transaction of the company's Para copper project and Auquis copper project into Latin Explore Inc., a wholly owned subsidiary of the company, by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia).

Meeting of shareholders

A special meeting of shareholders was held on Jan. 14, 2026, to approve the arrangement resolution, the Latin Explore share exchange resolution, and the Latin Explore incentive plan resolution, as further described in the company's management information circular dated Dec. 12, 2025, and news release dated Dec. 18, 2025. All resolutions passed with overwhelming shareholder support.

At the meeting: (a) the arrangement resolution required approval by at least: (i) two-thirds of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting (Table 1); and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding votes cast by persons required to be excluded by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (Table 2); and (b) the Latin Explore share exchange resolution required approval by at least a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding votes cast by persons required to be excluded by the policies of the TSX Venture Exchange (Table 2).

Grant of final order

On Jan. 16, 2026, the Supreme Court of British Columbia granted the final order approving the arrangement.

Closing of subscription receipt financing

Latin Metals also reports that the previously announced upsized non-brokered private placement of 30 million subscription receipts to be completed by 1559749 B.C. Ltd. (Finco) for aggregate gross proceeds of $3-million at a price of 10 cents per subscription receipt has closed, effective Jan. 10, 2026.

Upon satisfaction of certain conditions, each subscription receipt will automatically be converted into a unit of Finco, with each Finco unit consisting of one common share in the capital of Finco and one-half of one common share purchase warrant of Finco.

Latin Metals expects the subscription receipts to convert to Finco units in the coming days.

Expected closing of Latin Explore share exchange

Pursuant to the terms of the share exchange agreement to be entered into among Latin Explore, Finco and the shareholders of Finco following the conversion of the subscription receipts, Latin Explore will acquire all of the issued and outstanding common shares of Finco from the Finco shareholders in exchange for shares of Latin Explore. Each Finco warrant and Finco finder warrant will entitle the holder thereof to receive one Latin Explore common share on the schedule and terms established at the time of the respective issuances of such Finco warrants and finder warrants.

The share exchange is expected to close in conjunction with the completion of the arrangement.

Expected closing of spinout transaction

Investors should note that, under the terms of the arrangement, shareholders of Latin Metals will be entitled to receive in proportion to their respective holdings in Latin Metals, for each Latin Metals share held on the business day immediately preceding the effective date of the arrangement, or such other date as determined by the Latin Metals board of directors, a fractional Latin Explore common share. Holders of unexercised Latin Metals common share purchase warrants will not be entitled to any Latin Explore common shares.

The spinout is expected to close in early February, 2026.

Expected TSX-V listing

On Dec. 24, 2025, Latin Explore submitted a listing application to the TSX-V for the listing of its common shares thereon. Latin Metals expects that the listing application will be processed and the Latin Explore common shares will be listed on the TSX-V on or before Feb. 28, 2026.

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.

We seek Safe Harbor.