Subject: Press Release - Albatros Acquisition Corporation Inc. [BCF-BCFDOCS.FID15026070]
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File: Attachment Albatros_-_press_release_announcing_signature_of_LOI_VF.pdf
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE
SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO
U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS
RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.
LATITUDE 6 CAPITAL INC. AND ALBATROS ACQUISITION CORPORATION INC.
ANNOUNCE SIGNING OF LETTER OF INTENT FOR PROPOSED QUALIFYING
TRANSACTION
Montreal, Quebec April 30, 2026 Latitude 6 Capital Inc. ("Latitude 6") and Albatros Acquisition
Corporation Inc. (TSXV: ALBT.P) ("Albatros") are pleased to announce that they have entered into a
binding letter of intent dated April 29, 2026 (the "LOI") setting out the principal terms and conditions of a
proposed business combination (the "Transaction").
The Transaction is intended to constitute Albatros' "Qualifying Transaction" pursuant to Policy 2.4
Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange ("TSXV") and is expected to result
in a reverse take-over of Albatros by Latitude 6, with Latitude 6 becoming a wholly-owned subsidiary of
Albatros (the "Resulting Issuer").
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 post-Consolidation 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 $0.20 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 (the "Consolidation") and to
change its name to a name to be determined by Latitude 6 and acceptable to the TSXV.
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) a non-brokered private placement of units (the "Units") for gross proceeds of up to $1,700,000 at
a price of $0.20 per Unit (the "Bridge Financing"), 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 $0.30 per share.
b) a concurrent private placement of subscription receipts (the "Subscription Receipts") for gross
proceeds of up to $1,700,000, less the aggregate proceeds of the Bridge Financing, or such greater
amount as may be required by TSXV (the "Concurrent Financing"), at a minimum price of $0.20
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 (the "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 TSXV, 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 TSXV.
The parties intend to execute the Definitive Agreement on or before June 17, 2026 and to complete the
Transaction on or before August 31, 2026, or such other dates as may be mutually agreed.
Trading Halt
Albatros has requested its common shares to be halted by the TSXV 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 TSXV.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor
disapproved the contents of this press release.
Additional Information
Latitude 6 has agreed to prepare and deliver the financial statements required by TSXV in connection with
the Transaction, including audited annual financial statements prepared in accordance with Policy 2.4 of
the TSXV 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 TSXV as additional details become available.
About Latitude 6
Latitude 6 Capital Inc. is a private mineral resource company incorporated under the Canada Business
Corporations Act and headquartered in Pointe-Claire, Quebec, 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.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian
securities laws. Forward-looking information includes, but is not limited to, statements with respect to the
proposed Transaction, the financings, the anticipated timing for execution of the Definitive Agreement and
closing of the Transaction, and the expected listing of the Resulting Issuer. Forward-looking information
is based on certain assumptions and analyses made by management of each of Albatros and Latitude 6 in
light of their experience and perception of historical trends, current conditions and expected future
developments, as well as other factors they believe are appropriate in the circumstances.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that
may cause actual results or events to differ materially from those anticipated in such forward-looking
information, including, without limitation: the failure to negotiate and execute a definitive agreement on
the terms and within the time frames contemplated herein; the failure to obtain required regulatory,
shareholder or third-party approvals; the failure to complete the Bridge Financing or Concurrent
Financing on the terms contemplated herein; changes in general economic, market and business
conditions; and other risks disclosed from time to time in Albatros' continuous disclosure record filed on
SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking
information. Neither Albatros nor Latitude 6 undertakes any obligation to update or revise any forward-
looking information, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
For further information, please contact:
Latitude 6 Capital Inc.
Jean-Francois Perrault
CEO
Email: jfperrault@nicoenergy.ca
Telephone: 514-497-8577
Albatros Acquisition Corporation Inc.
Jean-Robert Pronovost
President and CEO
Email: jrp@capepartners.ca
Telephone: 514-581-1473
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