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Albatros Acquisition Corp Inc
Symbol ALBT
Shares Issued 5,057,170
Close 2026-04-10 C$ 0.02
Market Cap C$ 101,143
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Albatros Acquisition signs LOI to acquire Latitude 6

2026-05-01 18:39 ET - News Release

Mr. Jean-Robert Pronovost reports

LATITUDE 6 CAPITAL INC. AND ALBATROS ACQUISITION CORPORATION INC. ANNOUNCE SIGNING OF LETTER OF INTENT FOR PROPOSED QUALIFYING TRANSACTION

Latitude 6 Capital Inc. and Albatros Acquisition Corp. Inc. have entered into a binding letter of intent (LOI) dated April 29, 2026, setting out the principal terms and conditions of a proposed business combination.

The transaction is intended to constitute Albatros's qualifying transaction pursuant to Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange and is expected to result in a reverse takeover of Albatros by Latitude 6, with Latitude 6 becoming a wholly owned subsidiary of Albatros.

Structure of the transaction

The parties intend to complete the transaction by way of a merger, amalgamation, arrangement, share exchange or other similar form of transaction, the final structure of which remains subject to tax, corporate and securities law advice. Upon completion of the transaction, the resulting issuer will continue the business of Latitude 6.

The qualifying transaction

As of the date of the LOI, Albatros has 5,057,170 common shares issued and outstanding and stock options exercisable for up to 505,716 common shares. Latitude 6 has 25,500,100 common shares issued and outstanding, together with warrants exercisable for up to 250,000 common shares and options to purchase up to 250,000 common shares.

Pursuant to the transaction, holders of common shares of Latitude 6 will receive one common share of Albatros, on a postconsolidation basis (as defined hereunder), in exchange for each Latitude 6 common share held at the effective date of the transaction, at a deemed price of 20 cents per share.

Consolidation and name change

Prior to or concurrently with the completion of the transaction, Albatros is expected to consolidate its common shares on the basis of one new share for every 1.35 existing shares, and to change its name to a name to be determined by Latitude 6 and acceptable to the TSX-V.

Proposed management and board of the resulting issuer

Upon completion of the transaction, officers and directors of Latitude 6 are expected to be duly appointed to the resulting issuer concurrent with closing, and the current officers and directors of Albatros are expected to concurrently resign at such time.

Financing

In connection with the transaction, Latitude 6 intends to complete:

  1. A non-brokered private placement of units for gross proceeds of up to $1.7-million at a price of 20 cents per unit, with each unit consisting of one common share of Latitude 6 and one-half of one share purchase warrant, with each whole warrant exercisable at a price of 30 cents per share;
  2. A concurrent private placement of subscription receipts for gross proceeds of up to $1.7-million, less the aggregate proceeds of the bridge financing, or such greater amount as may be required by TSX Venture Exchange, at a minimum price of 20 cents per subscription receipt and on such other terms as to be agreed to between the parties.

Definitive agreement

The LOI provides that the parties will negotiate and enter into a definitive agreement setting out the detailed terms and conditions of the transaction. The completion of the transaction remains subject to a number of conditions, including the execution of the definitive agreement, the satisfactory completion of mutual due diligence, the completion of the bridge financing and/or concurrent financing, the receipt of all required shareholder, regulatory and third party approvals, including the approval of the TSX-V, and the absence of any material adverse change in the business or affairs of either party.

Common shares of the resulting issuer held by principals upon closing of the transaction will be subject to an escrow agreement in accordance with the policies of the TSX-V.

The parties intend to execute the definitive agreement on or before June 17, 2026, and to complete the transaction on or before Aug. 31, 2026, or such other dates as may be mutually agreed.

Trading halt

Albatros has requested its common shares to be halted by the TSX-V pending review of the materials for the transaction. Trading in the common shares of Albatros is expected to remain halted until the closing or termination of the transaction. Upon completion of the transaction, it is expected that the resulting issuer will be a Tier 2 issuer on the TSX-V.

The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Additional information

Latitude 6 has agreed to prepare and deliver the financial statements required by the TSX-V in connection with the transaction, including audited annual financial statements prepared in accordance with Policy 2.4 of the TSX-V corporate finance manual.

A further comprehensive news release containing additional information with respect to the transaction will be issued in accordance with the policies of the TSX-V as additional details become available.

About Latitude 6 Capital Inc.

Latitude 6 is a private mineral resource company incorporated under the Canada Business Corporations Act and headquartered in Pointe-Claire, Que., with operations in Medellin, Colombia. Latitude 6's objective is to hold and advance mineral interests in the Republic of Colombia and to become a reporting issuer in Canada through the transaction described in this news release.

The Purimac property

Latitude 6's principal mineral interest is the Purimac property, located in Colombia. The property is held under mining titles registered in Colombia's national mining registry. The Purimac area is situated within a geological setting characterized by Tertiary-age intrusive and volcanic rocks intruding Paleozoic metamorphic basement units, cut by regional fault structures that host historically reported quartz vein occurrences. Small-scale mining activity has been recorded in the district over a period of several decades.

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