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:
-
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;
- 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.
We seek Safe Harbor.
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