Latin Metals Announces Execution of Arrangement Agreement for Spin-Out of Para and Auquis Copper Projects Not for distribution to United States newswire services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States. VANCOUVER, British Columbia, Dec. 09, 2025 (GLOBE NEWSWIRE) -- Latin Metals Inc. ("Latin Metals" or the "Company") - (TSXV: LMS, OTCQB: LMSQF) is pleased to announce that, further to the Company's news release dated October 24, 2025, the Company has entered into an arrangement agreement dated December 8, 2025 (the " Arrangement Agreement ") with Latin Explore Inc. (" Latin Explore "), a wholly-owned non-arm's length subsidiary of the Company, pursuant to which the parties intend to complete a spin-out transaction (the " Spin-Out ") of the Company's Para and Auquis Copper Projects located in Peru (the " Properties "). The Spin-Out will provide shareholders of the Company with parallel value-creation opportunities in Latin America. Latin Explore will operate as a self-funded, discovery-driven exploration company, executing on drill-ready projects that can deliver potential near-term discovery. Latin Metals will continue to operate with its proven prospect generator model, advancing early-stage assets through to partner-funded exploration, minimizing or ultimately eliminating shareholder dilution in favour of asset-level dilution and industry-leading exploration partnerships. "Latin Explore unlocks an entirely new category of opportunities for Latin Metals shareholders, who will now gain exposure to new acquisition opportunities within the spin-out, as well as early drill testing of foundational assets like Para," stated Keith Henderson, CEO of Latin Metals. "Latin Metals will continue to operate under its prospect generator model, and we look forward to delivering drill catalysts—including at Cerro Bayo in early 2026. As shareholders of the new vehicle, Latin Explore, investors will benefit from direct exposure to drill projects and acquisition opportunities as we grow and advance this parallel operating strategy." Arrangement Details The Spin-Out will be completed by way of a statutory plan of arrangement under the British Columbia Business Corporations Act (the " Arrangement "). The Arrangement involves, among other things, the expected distribution of approximately 10,944,000 common shares of Latin Explore (each, a " Latin Explore Share ") to the Company's shareholders, other than dissenting shareholders, in proportion to their respective holdings of common shares of the Company (each, a " Company Share ") on the share distribution record date, which will be the business day immediately preceding the effective date of the Arrangement, or such other date as determined by the Company's board of directors (the " Board "). The Company is expected to retain approximately 2,736,000 Latin Explore Shares. Upon completion of the Arrangement, shareholders of the Company will hold approximately 28.3%, the Company will hold approximately 7.1%, and shareholders of Finco (as defined below) will hold approximately 64.6% of the issued and outstanding Latin Explore Shares. Latin Explore will be a reporting issuer in the Provinces of British Columbia and Alberta upon completion of the Arrangement and intends to apply for a listing of the Latin Explore Shares on the TSX Venture Exchange (the " TSXV "). Prior to the completion of the Arrangement, Latin Explore will complete a share exchange (the " Share Exchange ") with a private British Columbia company (" Finco "), which will have completed a non-brokered private placement of 25,000,000 subscription receipts (each, a " Subscription Receipt ") for aggregate gross proceeds of $2,500,000 at a price of $0.10 per Subscription Receipt (the " Concurrent Financing "). Upon satisfaction of certain conditions (collectively, the " Escrow Release Conditions "), each Subscription Receipt will automatically be converted into a unit of Finco (each, a " Finco Unit ") without further payment or action on the part of the holder. Each Finco Unit will consist of one (1) common share in the capital of Finco (each, a " Finco Share ") and one-half of one (1/2) common share purchase warrant of Finco (each whole warrant, a " Finco Warrant "). Each Finco Warrant will be exercisable into one (1) Finco Share at an exercise price of $0.20 per Finco Share for a period of 24 months from the date of issuance. Finco may pay finder's fees on all or a portion of the Concurrent Financing, consisting of a cash commission equal to up to 7% of the total gross proceeds raised and non-transferable finder's warrants (each, a " Finder's Warrant ") equal to up to 7% of the total number of Subscription Receipts issued. Each Finder's Warrant will be exercisable into one (1) Finco Share at an exercise price of $0.10 per Finco Share for a period of 12 months from the date of issuance. Upon closing of the Share Exchange, each Finc