Mr. Keith Henderson reports

LATIN METALS AND LATIN EXPLORE ANNOUNCE CLOSING OF SPIN-OUT ARRANGEMENT

Latin Metals Inc. and Latin Explore Inc. have updated the previously announced spinout transaction of Latin Metals' Para copper project and Auquis copper project into Latin Explore by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia), which has closed, effective Feb. 18, 2026.

Arrangement

In accordance with the arrangement, Latin Metals shareholders will each receive, in exchange for each Latin Metals common share held immediately prior to the effective time, one new common share of Latin Metals and 0.07904222 of a Latin Explore common share. The final exchange ratio is based on 138,457,650 Latin Metals shares issued and outstanding, and 10,944,000 Latin Explore shares being distributed to Latin Metals shareholders.

At market close on Feb. 19, Latin Metals shares, which were exchanged on a one-for-one basis for new Latin Metals shares, will delist from the TSX Venture Exchange, and, at market open on Feb. 20, the new Latin Metals shares will list and begin trading with Cusip and ISIN 51830P103 and CA51830P1036, respectively. The Latin Metals ticker symbol will continue to be LMS.

Latin Explore is now a reporting issuer in British Columbia and Alberta, and has applied to list the Latin Explore shares (TSX Venture Exchange symbol: LXE) on the TSX-V with approval pending.

Concurrent financing and share exchange

A non-brokered private placement of 30 million subscription receipts was completed by 1559749 B.C. Ltd. (Finco) for aggregate gross proceeds of $3-million at a price of 10 cents per subscription receipt. Each subscription receipt was converted into a unit of Finco, with each Finco unit consisting of one common share in the capital of Finco and one-half of one common share purchase warrant of Finco. Each Finco warrant entitled the holder thereof to purchase one Finco share at a price of 20 cents per share at any time on or before 4 p.m. Vancouver time on Dec. 23, 2027. Finco paid finders' fees on a portion of the concurrent financing equal to up to 7 per cent of the total gross proceeds raised and non-transferable finders' warrants equal to up to 7 per cent of the total number of subscription receipts issued. Each finder's warrant was exercisable into one Finco share at an exercise price of 10 cents per Finco share for a period of 12 months from the date of issuance.

Subsequently, Latin Explore and Finco completed a share exchange whereby each Finco share was exchanged for one Latin Explore share, and each Finco warrant and finder's warrant were exchanged for a Latin Explore share purchase warrant entitling the holder thereof to receive one Latin Explore share on the schedule and terms established at the time of the respective issuances of such Finco warrants and finders' warrants. The net proceeds from the concurrent financing are intended to be used primarily by Latin Explore for its work programs and for general working capital purposes.

Latin Explore structure

Latin Explore has 43.68 million shares issued and outstanding, including 10,944,000 Latin Explore shares issued to Latin Metals shareholders (25 per cent), 30 million Latin Explore shares issued to the participants in the concurrent financing (69 per cent) and 2,736,000 Latin Explore shares issued to Latin Metals (6 per cent). A total of 15,749,000 warrants have been issued in connection with the concurrent financing, including 749,000 finders' warrants.

Latin Explore has granted 3.1 million common share stock options to certain directors, officers and consultants of Latin Explore. The options entitle the holder to purchase Latin Explore shares at a price of 10 cents per share for a period of 36 months from the grant date. The options were granted in accordance with Latin Explore's omnibus share incentive plan, subject to regulatory approval. Latin Explore has set options representing 7.0 per cent of the issued and outstanding stock.

Filing of technical report

An amended independent technical report, prepared in accordance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects) in respect of the Para project, has been filed on SEDAR+. The technical report was prepared by Catherine Fitzgerald, MSc, PGeo, of SLR Consulting (Canada) Ltd., for Latin Metals and Latin Explore, and is entitled "Amended NI 43-101 Technical Report for the Para Copper-Molybdenum Project, Lima Department, Peru," with an effective date of Dec. 12, 2025, and a signing date of Feb. 8, 2026. The amended technical report is available on Latin Metals' and Latin Explore's SEDAR+ profile and on the Latin Metals website. The Para project will be the qualifying property (within the meaning of TSX-V policies) for the Latin Explore listing application with the TSX-V.

Information regarding the exchange of securities

Registered shareholders -- to receive the New Latin Metals shares and Latin Explore shares, registered Latin Metals shareholders must complete, execute and deposit with Computershare Investor Services Inc., the depositary appointed in respect of the arrangement, the letter of transmittal previously mailed to the registered Latin Metals shareholders and their respective certificate(s)/direct registration system advice(s) representing their Latin Metals shares, and any other required documents and instruments, all in accordance with the instructions provided in the letter of transmittal. The letter of transmittal is also available on Latin Metals' website and under Latin Metals' SEDAR+ profile.

Non-registered shareholders -- non-registered Latin Metals shareholders whose Latin Metals shares are registered in the name of a broker, investment dealer, bank, or other intermediary or nominee should contact their intermediary for assistance in depositing their Latin Metals shares.

Further information on the arrangement can be found in Latin Metals' management information circular dated Dec. 12, 2025, filed on Latin Metals' website and on its SEDAR+ profile.

About Latin Metals Inc. and Latin Explore 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. The company secures option agreements with partners to finance exploration. This approach provides early-stage exposure to high-value mineral assets. Latin Metals is actively seeking new strategic partners to advance its portfolio.

Latin Explore is a copper-gold exploration company focused on advancing high-quality projects in South America. The company currently holds 100-per-cent-owned copper exploration assets in Peru, and is focused on exploration, drilling and discovery.

We seek Safe Harbor.