Mr. Andrew Thomson reports
PALAMINA UPDATE ON COLT SILVER SPIN-OUT TRANSACTION
Palamina Corp. has set its annual and special meeting of shareholders to be held at 10:30 a.m. Toronto time on Sept. 24, 2026, in respect of the approval of the previously announced spinout transaction pursuant to an arrangement agreement between the company, Colt Silver Corp. and Colt Finco Corp., whereby Palamina will distribute a certain number of common shares of Colt Silver to the shareholders of Palamina pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) and an equity stock option plan for Colt Silver. At the meeting, shareholders will also be asked to elect the company's directors, appoint the company's auditor and approve the company's equity incentive plan.
The company will be mailing a management information circular containing, among other things, details concerning the arrangement, the requirements for the arrangement to become effective, procedures for voting at the meeting and other related matters. Shareholders are urged to carefully review the circular and accompanying materials as they contain important information regarding the arrangement and its consequences to shareholders. A copy of the circular and other meeting materials will be available on the company's website or under the company's profile on SEDAR+.
The company also announces that it has entered into an amending agreement today in respect of the arrangement agreement with Colt Silver and Finco dated April 17, 2026. The amending agreement amends and restates the arrangement agreement as follows: (i) the consideration payable by Colt Silver being 0.33 of one Colt Silver share for every Palamina share held by Palamina shareholders shall be changed to one Colt Silver share for every four Palamina shares held by Palamina shareholders; (ii) Palamina will pay to Colt Silver an amount equal to five cents per share issued by Colt Silver in respect of any exercise of Palamina's warrants entitling the holder to shares of Colt Silver under the arrangement; and (iii) Palamina will forgive the amount of approximately $389,493 currently owing by Colt Silver to Palamina. It is anticipated that the arrangement will be completed on or about Sept. 30, 2026.
Palamina has also filed a National Instrument 43-101 technical report on Colt Silver's flagship property, titled "NI 43-101 Technical Report: Galena Ag-Cu Project, Department of Puno, Peru," with a report date of July 14, 2026, and an effective date of June 14, 2026. The report was prepared by Steven L. Park, MSc, CPG. The full report is available for review under the company's profile on SEDAR+ and on the company's website. It was prepared in accordance with NI 43-101 standards and has been filed with the British Columbia Securities Commission, Alberta Securities Commission, Saskatchewan Financial Services Commission (Securities Division) and the Ontario Securities Commission.
Qualified persons
Scientific and technical information in this news release has been reviewed and approved by Steven L. Park, MSc, CPG, and Colt Silver's lead geological consultant, Steve Preismeyer, CPG.
Mr. Park is an independent consultant and a qualified person as defined by NI 43-101. He is the author responsible for the preparation of the NI 43-101 technical report and has consented to the inclusion of the technical data in the form and context in which they appear.
Mr. Priesmeyer is the lead geological consultant for Colt Silver and acts as the company's non-independent qualified person under NI 43-101 and has verified the data disclosed in this release and the technical report.
About Palamina Corp.
Palamina is a mineral exploration company with six gold projects in the Puno orogenic gold belt in southeastern Peru as well as a separate, wholly owned Canadian subsidiary, Colt Silver, which holds seven silver-copper assets across southeastern, northeastern and central Peru. Colt Silver is being spun out as a stand-alone public company to unlock additional shareholder value. Palamina trades on the TSX Venture Exchange (symbol: PA) and the OTCQB exchange (symbol: PLMNF).
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