Mr. Luis Goyzueta reports

TITIMINAS SILVER ANNOUNCES BOARD APPROVAL OF MADRE SIERRA REORGANIZATION AND AMENDMENT TO OPTION AGREEMENT; ENGAGES ATRIUM RESEARCH

Titiminas Silver Inc.'s board of directors has approved a corporate reorganization of its flagship Madre Sierra silver project in central Peru, together with an amendment to the share purchase option agreement (the SPOA) governing the company's option to acquire 100 per cent of the project. The board has also authorized the registration of the three 1-per-cent net smelter return royalties (the NSRs) granted under the SPOA against the underlying mining concessions in the Peruvian Public Registry.

Corporate reorganization of the Madre Sierra project

The reorganization allocates the 18 mining concessions that comprise the Madre Sierra project (totalling 7,561 hectares) across three Peruvian companies (Sociedades Anonimas Cerradas or SACs) -- CMRL and two additional Peruvian companies, each holding a discrete portfolio of concessions. This structure is designed to optimize the operational, permitting and tax management of the Madre Sierra project under the Peruvian regulatory framework, and is expected to allow two of the three operating vehicles to operate under Peru's small-scale mining regime (Pequeno Productor Minero, or PPM), enabling the advancement of the exploration program under the DIA permitting framework. The structure has been reviewed with Peruvian counsel and is consistent with applicable mining legislation.

Amendment to share purchase option agreement

In connection with the reorganization, the company and the selling shareholders under the SPOA have agreed in principle to enter into the new amendment, which provides for: (i) the express waiver of the selling shareholders' right of first refusal under Section 7.4 of the SPOA in respect of the transfer of the Madre Sierra concessions; (ii) the prior written consent required under Section 7.2(d) of the SPOA; and (iii) the extension of Titiminas's option perimeter to cover the shares of the new Peruvian companies on terms identical to those applicable to CMRL.

The economic terms of the SPOA, including the aggregate purchase price, the underlying payment schedule and the three 1-per-cent NSRs (3 per cent in aggregate) granted in favour of the selling shareholders, remain unchanged. The reorganization constitutes a regulatory accommodation rather than a renegotiation of the transaction.

As consideration for the new amendment, the parties have agreed that the $450,000 (U.S.) cash payment originally scheduled for August, 2026, will be advanced and paid upon execution of the new amendment, with the payment amount adjusted to $430,000 (U.S.) to reflect the early payment. All other payment commitments and obligations under the SPOA remain in full force and effect.

Registration of net smelter return royalties

The board has authorized the company to facilitate the registration of the three 1-per-cent net smelter return royalties (3 per cent in aggregate) granted in favour of the selling shareholders under the SPOA against the underlying mining concessions in the Peruvian public registry. Each royalty agreement constitutes a real property interest that runs with the property and provides for registration on title at the request of the holder. The registration is being implemented in connection with the reorganization to ensure that the royalty holders' real property interests remain duly perfected on title following the allocation of concessions among CMRL and the new Peruvian companies. The economic terms of the royalties remain unchanged.

Engagement of Atrium Research

Titiminas is also pleased to announce it has engaged the services of Atrium Research Corp., a leading company sponsored research firm. Atrium will publish various research reports on Titiminas based on publicly available information, industry data and discussions with management. Atrium will also host two recorded interviews with Titiminas's management team to present the investment case in an interview format. In exchange for its research services, Atrium will receive cash compensation in the amount of $10,200 per quarter for the services listed above. The services will be provided for 18 months beginning on June 15, 2026. At the end of the term, the agreement will be deemed to remain in place and be extended on a quarter-to-quarter basis at $10,200 per quarter, unless otherwise agreed to by the parties or the agreement is terminated by either party. This engagement is subject to TSX Venture Exchange approval.

Atrium and the company are arm's-length parties, and neither Atrium nor its insiders holds any shares or options to purchase shares in the issued and outstanding capital of the company.

About Titiminas Silver Inc.

Titiminas Silver is a junior silver company focused on the development of the Madre Sierra silver project in central Peru. The company holds an option to acquire 100 per cent of the project, comprising 18 mining concessions covering 7,561 hectares. Titiminas is led by an experienced management team with a record in Latin American mining and capital markets.

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