Plan of arrangement

The TSX Venture Exchange has accepted for filing documentation in connection with an arrangement agreement between Latin Metals Inc. and a previously wholly owned non-arm's-length subsidiary of the company dated Dec. 8, 2025. Pursuant to the agreement, the parties intend to complete a spinout transaction of the company's Para and Auquis copper projects, located in Peru, into the subsidiary by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia).

The transaction involves the distribution of 10,944,000 common shares of the subsidiary to the company's shareholders, other than dissenting shareholders, in proportion to their respective holdings of common shares of the company via letters of transmittal. Additionally, the company will retain 2,736,000 shares of the subsidiary.

Under the transaction, the company: (i) reclassified and redesignated its existing common shares as Class A shares; (ii) created a new class of common shares; and (iii) for every Class A share held, distributed to the shareholders of the company (a) one new company share and (b) a fractional interest of a subsidiary common share.

The exchange has been advised that approval of the transaction by the company's shareholders was received at a special meeting of shareholders held on Jan. 14, 2026, and that approval of the transaction was received from the British Columbia Supreme Court on Jan. 16, 2026. The transaction completed on Feb. 18, 2026. The full particulars of the transaction are set forth in the management information circular of the company, dated as of Dec. 12, 2025, and the closing news release dated Feb. 18, 2026, which are available on SEDAR+.

Substitutional listing

In accordance with the above-referenced transaction, the company's shareholders who, prior to the transaction closing, held common shares will have their old shares redesignated as Class A shares and exchanged on a one-for-one basis for new common shares. Accordingly, the new common shares will be listed on the exchange at the market opening on Feb. 20, 2026.

Capitalization:  unlimited common shares with no par value, of which 138,457,650 shares are issued and outstanding

Escrow:  nil shares

Transfer agent:  Computershare Trust Company of Canada

Trading symbol:  LMS (no change)

Cusip No.:  51830P 10 3 (new)

Delisting

In conjunction with the closing of the transaction, the old shares of the company will be delisted from the exchange. Accordingly, effective at the close of business, Feb. 19, 2026, the old shares of the company will be delisted.

Notice of distribution

The company has declared the following distribution.

Distribution per common share:  0.07904222 subsidiary share for each common share held

Payable date:  Feb. 20, 2026