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Latin Metals Provides Spin-Out Transaction Update

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, Jan. 22, 2026 (GLOBE NEWSWIRE) -- Latin Metals Inc. ("Latin Metals" or the "Company") (TSXV:LMS, OTCQB:LMSQF) provides an update on the previously announced spin-out transaction (the "Spin-Out") of the Company's Para Copper Project (the "Para Project") and Auquis Copper Project (the "Auquis Project") into Latin Explore Inc., a wholly owned subsidiary of the Company ("Latin Explore") by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Arrangement").

Meeting of Shareholders

A Special Meeting of Shareholders (the "Meeting") was held on January 14, 2026, to approve the Arrangement Resolution, the Latin Explore Share Exchange Resolution, and the Latin Explore Incentive Plan Resolution, as further described in the Company's management information circular dated December 12, 2025 (the "Circular") and news release dated December 18, 2025. All resolutions passed with overwhelming shareholder support.

At the Meeting, (a) the Arrangement Resolution required approval by at least (i) two-thirds of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting (Table 1); and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes cast by persons required to be excluded by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (Table 2), and (b) the Latin Explore Share Exchange Resolution required approval by at least a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes cast by persons required to be excluded by the policies of the TSX Venture Exchange ("TSXV") (Table 2).

Table 1: Votes cast by all shareholder entitled to vote at the Meeting.

Motion

Shares Voted FOR

FOR

AGAINST

Arrangement Resolution

70,887,584

100%

–

Latin Explore Share Exchange Resolution

70,887,584

99.91%

0.09%

Latin Explore Incentive Plan Resolution

70,826,748

99.91%