Mr. Keith Henderson reports
LATIN METALS AND MINSUR S.A. AGREE OPTION TERMS FOR LACSHA COPPER PROJECT, LIMA DEPARTMENT, PERU
Latin Metals Inc. has entered into a letter of intent (the LOI) with Minsur S.A. regarding the acquisition by Minsur of the company's wholly owned Lacsha copper project, located in Lima department, Peru. The company and Minsur will now work toward completion of definitive agreements within 90 days.
Highlights:
-
Initial earn-in for 75-per-cent interest in the project includes $2.62-million (U.S.) cash payments to Latin Metals and up to 60,000 metres of drilling, fully financed by Minsur.
- If Minsur elects to acquire 100 per cent of the project, Latin Metals would receive a total of $22.6-million (U.S.) cash.
- Minsur has a limited-time option to buy back half of the 2-per-cent NSR (net smelter return) royalty by paying Latin Metals an additional $20-million (U.S.) cash, in which case Latin Metals retains a 1-per-cent NSR royalty, providing continued exposure to discovery without future mine-development capital requirements.
Keith Henderson, Latin Metals' chief executive officer, stated:
"Through this transaction, Latin Metals may ultimately transform an internally generated exploration project into $42.6-million (U.S.) in cash while retaining a 1-per-cent NSR royalty on future production. The transaction demonstrates the capital efficiency of Latin Metals' prospect generator model. Following modest early stage exploration expenditures, the company has attracted a significant mining partner to fund the capital-intensive stages of exploration and development while preserving meaningful long-term exposure to project success.
Mr. Henderson continued:
"Minsur's decision to partner on Lacsha highlights both the quality of the project and the technical work completed by our team. Lacsha has evolved into one of the most compelling copper opportunities within our portfolio, combining strong copper-molybdenum geochemistry, compelling geophysical targets, established community agreements and drill permits. We believe the project is well positioned for systematic drill testing and are pleased to advance it with a partner of Minsur's calibre.
"Minsur is a multibillion-dollar mining company, one of Peru's most respected miners and an excellent partner for Lacsha. Minsur has operated in Peru for decades, giving them deep technical, permitting and community experience that makes them a highly credible partner for advancing a Peruvian copper project."
Option terms
Latin Metals' Peruvian subsidiary, Zafiro Mining SAC, will grant Minsur and a Peruvian subsidiary of Minsur the option to earn a 75-per-cent interest in the project over a six-year option period (Table 1). Minsur will earn no interest in the project until the option terms have been met. To exercise the option, Minsur must (i) complete a minimum of 60,000 metres of drilling; and (ii) make aggregate cash payments of $2.62-million (U.S.) to Latin Metals, over a six-year period as shown in the attached table.
buyout option and royalty
Upon exercising the option and for a window of 180 days following the exercise, Minsur may elect to acquire the remaining 25 per cent of the project (for an aggregate 100-per-cent interest) for a cash payment of $20-million (U.S.), at which time Latin Metals' interest in Lacsha would convert to a 2-per-cent net smelter returns royalty. Minsur may elect to accelerate the $20-million (U.S.) buyout payment at any time.
If Minsur elects to exercise the buyout for the acquisition of a 100-per-cent interest in the project, for a period of three years following the buyout, Minsur will have a right to buy-back half (1 per cent) of the 2-per-cent NSR royalty for an additional cash payment of $20-million (U.S.), in which case Latin Metals will retain a 1-per-cent NSR royalty, which is not subject to any additional buyback rights.
Joint venture
If Minsur does not exercise the buyout right, Minsur and Zafiro would form an incorporated joint venture (JV) with initial shareholding interests of Minsur as to 75 per cent and Latin Metals (Zafiro) as to 25 per cent, and pro rata funding going forward. At the time the JV is formed, Latin Metals may elect to convert its JV interest to a 2-per-cent NSR royalty. Following the formation of the JV, if Latin Metals' ownership interest in the JV is subsequently diluted below 10 per cent, its interest converts automatically to a 1-per-cent NSR royalty, which is not subject to any additional buyback rights.
Latin Metals' strategy
The significant capital required to develop copper porphyry discoveries means that Latin Metals as a prospect generator is ultimately heading towards ownership of an NSR royalty. Providing Minsur with a path to 100-per-cent ownership, Latin Metals has the potential to receive cash payments of up to $22.62-million (U.S.), and if Minsur further elects to exercise the royalty buyback of 1 per cent of Latin Metals' NSR royalty, an additional cash payment $20-million (U.S.) would be made to Latin Metals (aggregate of up to $42.62-million (U.S.) if both the buyout and royalty buyback are completed). If a mineral deposit is discovered at Lacsha and assuming Minsur elects to exercise their buyout and buyback options, the 1-per-cent NSR royalty to be retained by Latin Metals will be a valuable asset to be monetized or retained through to production.
About Lacsha
Metals
Latin Metals originally acquired the Lacsha project through staking and advanced it through early stage exploration and completion of drill permitting at a cost of less than $1-million prior to reaching agreement with Minsur.
Lacsha is one of the most advanced copper exploration projects within Latin Metals' portfolio and has been systematically advanced through multiple phases of exploration. The project is located approximately 130 kilometres north of Lima and benefits from excellent infrastructure, including road access, nearby power and proximity to port facilities. Latin Metals maintains a multiyear community agreement and holds permits for drilling.
Strategic partnership with Minsur
Minsur is one of Latin America's leading mining companies. Headquartered in Lima, Peru, the company has more than 45 years of operating experience and is part of the privately held Breca Group, one of Peru's largest diversified business groups. In addition to its world-class San Rafael tin operation, Minsur owns the Pucamarca gold mine, the Pisco tin smelter and refinery, and a controlling interest in the Mina Justa copper mine, one of Peru's newest large-scale copper operations. Minsur is recognized for its strong technical capabilities, disciplined project development and long-term commitment to responsible mining.
Strategic position within Peru's emerging copper belt
Lacsha is located within Peru's emerging Cretaceous copper belt. The project occupies a favourable geological setting where exploration has identified the classic characteristics associated with porphyry copper systems, including widespread alteration, copper-molybdenum geochemistry and coincident geophysical anomalies. The combination of these attributes, together with existing community agreements and drill permits, makes Lacsha one of the most advanced copper exploration opportunities available within Latin Metals' portfolio.
The decision by Minsur to enter into the LOI reflects the growing strategic importance of the district and reinforces Latin Metals' belief in the project's discovery potential.
Ratification and approval of omnibus share incentive plan
The company is pleased to announce that, at its annual general meeting of shareholders held on July 2, 2026, shareholders approved the company's omnibus share incentive plan. The resolution approving the omnibus plan received the support of 99.97 per cent of the votes cast by shareholders present in person or represented by proxy at the meeting. The omnibus plan remains subject to the final acceptance of the TSX Venture Exchange.
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 16 projects, the company secures option agreements with major mining companies to fund exploration. This approach provides early stage exposure to high-value mineral assets. Latin Metals is actively seeking new strategic partners to advance its portfolio.
Qualified person
Eduardo Leon, QP, is the company's qualified person as defined by National Instrument 43-101 and has reviewed the scientific and technical information that forms the basis for portions of this news release. He has approved the disclosure herein. Mr. Leon is not independent of the company, as he is an officer of the company and holds securities of the company.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.