Not for distribution to United States newswire providers or for launch, publication, distribution or dissemination straight, or not directly, in entire or partly, in or into the USA.
VANCOUVER, British Columbia, Feb. 17, 2026 (GLOBE NEWSWIRE) — Latin Metals Inc. (“Latin Metals” or the “Firm”) – (TSXV: LMS, OTCQB: LMSQF), publicizes that the beforehand introduced spin-out transaction (the “Spin-Out“) of the Firm’s Para Copper Mission (the “Para Mission“) and Auquis Copper Mission (the “Auquis Mission“) into Latin Discover Inc. (“Latin Discover“) by method of a court-approved plan of association beneath the provisions of the Enterprise Firms Act (British Columbia) (the “Association“), is predicted to shut on Wednesday, February 18, 2026. Upon closing of the Association, Latin Metals shareholders (“Latin Metals Shareholders“) will every obtain, in change for every Latin Metals widespread share (every, a “Latin Metals Share“) held previous to closing, one (1) new widespread share of Latin Metals (every, a “New Latin Metals Share“) and roughly 0.07904222(1) (the “Trade Ratio“) of a Latin Discover widespread share (every, a “Latin Discover Share“).
As a way to obtain the New Latin Metals Shares and Latin Discover Shares, registered Latin Metals Shareholders should full, execute and deposit with Computershare Investor Providers Inc., the depositary appointed in respect of the Association, the letter of transmittal (the “Letter of Transmittal“) beforehand mailed to the registered Latin Metals Shareholders and their respective certificates(s) / DRS recommendation(s) representing their Latin Metals Shares and another required paperwork and devices, all in accordance with the directions offered within the Letter of Transmittal. The Letter of Transmittal can also be accessible on Latin Metals’ web site and beneath Latin Metals’ SEDAR+ profile at www.sedarplus.ca.
Non-registered Latin Metals Shareholders whose Latin Metals Shares are registered within the title of a dealer, funding seller, financial institution or different middleman or nominee (every, an “Middleman“) ought to contact their Middleman for help in depositing their Latin Metals Shares.
Additional info on the Association may be discovered within the Firm’s administration info round dated December 12, 2025 (the “Round“), filed on the Firm’s web site and on the Firm’s SEDAR+ profile at www.sedarplus.ca. Closing of the Association is topic to the satisfaction or waiver of remaining situations precedent, together with the approval of the TSX Enterprise Trade.
None of the securities to be issued pursuant to the Association have been or might be registered beneath the USA Securities Act of 1933, as amended (the “U.S. Securities Act“), and will not be provided or bought in the USA absent registration or an relevant exemption from the registration necessities. Any securities issued pursuant to the Association are anticipated to be issued in reliance upon accessible exemptions from such registration necessities pursuant to part 3(a)(10) of the U.S. Securities Act and comparable exemptions beneath relevant securities legal guidelines of any state of the USA. This information launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase nor shall there be any sale of the securities in any state through which such supply, solicitation or sale could be illegal.
Endnote:
(1) The ultimate Trade Ratio might be decided at closing of the Association relying on, amongst different issues, the quantity of then-issued and excellent Latin Metals Shares. The Trade Ratio of roughly 0.07904222 is predicated on 138,457,650 Latin Metals Shares issued and excellent, and 10,944,000 Latin Discover Shares being distributed to Latin Metals Shareholders.
About Latin Metals
Latin Metals Inc. is a copper, gold and silver exploration firm working in Peru and Argentina beneath a prospect generator mannequin, minimizing danger and dilution whereas maximizing discovery potential. The corporate secures possibility agreements with companions to fund exploration. This method gives early-stage publicity to high-value mineral belongings. Latin Metals is actively in search of new strategic companions to advance its portfolio.
For extra info, please get in contact with Latin Metals Investor Relations at 778-683-4324 or through e mail at information@latin-metals.com.
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Upcoming Occasions
Latin Metals is happy to announce its participation in a number of Q1 2026 trade conferences, offering a platform to attach with buyers, trade leaders, and potential companions:
- PDAC – Toronto, March 1–4, 2026
- 121 London – London, UK, Could 11-12, 2026
- Deutsche Goldmesse – Frankfurt, Germany, Could 15-16, 2026
These occasions supply worthwhile alternatives to share Latin Metals’ exploration progress in Argentina and Peru, spotlight the benefits of its low-dilution prospect generator mannequin, and discover strategic funding and partnership alternatives throughout its gold, copper, and silver-focused portfolio.
On Behalf of the Board of Administrators of
LATIN METALS INC.
“Keith Henderson”
President & CEO
For additional particulars on the Firm readers are referred to the Firm’s web page (www.latin-metals.com) and its Canadian regulatory filings on SEDAR+ at www.sedarplus.ca.
For additional info, please contact:
Keith Henderson
Suite 870 – 320 Granville Avenue,
Vancouver, BC, V6C 1S9
Elyssia Patterson, VP Investor Relations
Electronic mail: elyssia@latin-metals.com
Telephone: 778-683-4324
Neither TSX Enterprise Trade nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts duty for the adequacy or accuracy of this information launch.
This information launch comprises forward-looking statements and forward-looking info (collectively, “forward-looking statements”) throughout the that means of relevant Canadian and U.S. securities laws. All statements, apart from statements of historic reality, included herein together with, with out limitation, statements relating to the timing and closing of the Spin-Out and the Association, the completion of all situations precedent to the Association, the dedication of the ultimate Trade Ratio, together with the receipt of all obligatory regulatory approvals, anticipated exploration program outcomes from exploration actions, the invention and delineation of mineral deposits/sources/reserves, and the anticipated enterprise plans and timing of future actions of the Firm, are forward-looking statements. Though the Firm believes that such statements are cheap, it can provide no assurance that such expectations will show to be right. Typically, however not at all times, ahead trying info may be recognized by phrases equivalent to “professional forma”, “plans”, “expects”, “might”, “will”, “ought to”, “funds”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such phrases together with destructive variations thereof, and phrases that check with sure actions, occasions or outcomes that will, might, would, may or will happen or be taken or achieved. In making the forward-looking statements on this information launch, the Firm has utilized a number of materials assumptions, together with with out limitation, that it (and as relevant Latin Discover) will receive TSX Enterprise Trade acceptance and the required company approvals for the Spin-Out and Association, that market fundamentals will end in sustained treasured and base metals demand and costs, the receipt of any obligatory permits, licenses and regulatory approvals in reference to the longer term growth of the Para Mission and the Auquis Mission in a well timed method, the supply of financing on appropriate phrases for the event, development and continued operation of the Firm’s initiatives, and the Firm’s skill to adjust to environmental, well being and security legal guidelines.
Ahead-looking statements contain recognized and unknown dangers, uncertainties and different components which can trigger the precise outcomes, efficiency or achievements of the Firm to vary materially from any future outcomes, efficiency or achievements expressed or implied by the forward-looking info. Such dangers and different components embody, amongst others, the Association might divert administration’s consideration, the Firm will incur substantial transaction prices in reference to the Spin-Out and if the Spin-Out and Association aren’t accomplished the prices could also be vital and might have a cloth antagonistic impact on the Firm, working and technical difficulties in reference to mineral exploration and growth and mine growth actions on the Firm’s initiatives, estimation or realization of mineral reserves and mineral sources, necessities for further capital, future costs of treasured metals and copper, adjustments typically financial situations, adjustments within the monetary markets and within the demand and market value for commodities, potential variations in ore grade or restoration charges, potential failures of vegetation, tools or processes to function as anticipated, accidents, labour disputes and different dangers of the mining trade, delays or the shortcoming of the Firm to acquire any obligatory permits, consents or authorizations required, together with of the TSX Enterprise Trade, financing or different deliberate actions, adjustments in legal guidelines, laws and insurance policies affecting mining operations, forex fluctuations, title disputes or claims limitations on insurance coverage protection and the timing and potential final result of pending litigation, environmental points and liabilities, dangers regarding epidemics or pandemics and their affect on the Firm’s enterprise, dangers associated to three way partnership operations, and dangers associated to the mixing of acquisitions, in addition to these components mentioned beneath the heading “Danger Elements” within the Firm’s newest Administration Dialogue and Evaluation and different filings of the Firm with the Canadian Securities Authorities, copies of which may be discovered beneath the Firm’s profile on the SEDAR+ web site at www.sedarplus.ca.
Readers are cautioned to not place undue reliance on ahead trying statements. Besides as in any other case required by regulation, the Firm undertakes no obligation to replace any of the forward-looking info on this information launch or included by reference herein.
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