News Summary
On December 9, 2025, Latin Metals announced it has entered into a definitive arrangement agreement to spin out its Para and Auquis copper projects in Peru into a new company, Latin Explore Inc. Existing Latin Metals shareholders will receive shares in the new entity.
Concurrently, a financing has been announced for a private placement of 25,000,000 subscription receipts at $0.10 each for gross proceeds of $2,500,000. Each subscription receipt will convert into one unit of the new company, comprising one common share and one-half of a common share purchase warrant. Each whole warrant will be exercisable at $0.20 for 24 months.
The transaction is subject to shareholder, court, and TSXV approval, with a special meeting of shareholders scheduled for January 14, 2026. The CEO stated this transaction allows Latin Metals to maintain its prospect generator model while giving shareholders direct exposure to a drill-focused vehicle in Latin Explore.
Material Impact
This news is the execution of the strategy first announced on October 24, 2025, and represents a material positive development for the company. The spin-out of the Peruvian copper assets into a separate, publicly-traded entity is a classic move to unlock value that may be overlooked within the larger portfolio.
The most critical component of this transaction is the concurrent $2.5M financing. A spin-out without funding would simply create an unfunded shell. This financing ensures Latin Explore will have the capital to conduct meaningful exploration on the Para and Auquis projects, which Latin Metals has been advancing. This allows for drill testing of these assets without diluting shareholders of the parent company, Latin Metals Inc.
This move follows a tumultuous period for the company. After announcing on September 29, 2025, that its partner AngloGold Ashanti was commencing a 6,000m drill program at the Organullo project, the stock reached a 52-week high of $0.32. However, just one month later, on October 30, AngloGold terminated the option agreement due to a shift in its global exploration strategy. This was a significant blow, and the stock fell sharply to the $0.20 level.
Management responded quickly, securing a major new option agreement with Daura Gold Corp. for the Cerro Bayo and La Flora projects on November 3, 2025. This deal includes cash payments and a substantial 28,000m drilling commitment, effectively replacing the lost exploration momentum from Organullo.
The spin-out further demonstrates management’s focus on creating shareholder value through multiple avenues. While Latin Metals continues to execute its prospect generator model with partners like Daura Gold and Moxico Resources, Latin Explore will pursue a more traditional, drill-focused exploration model. Existing shareholders benefit by receiving shares in this new, funded vehicle at no cost. The transaction is well-structured, logical, and should be viewed positively by the market as it clarifies the corporate strategy and provides a path to advance the Peruvian assets.
Catalysts
– Transaction Closing: Monitor the results of the shareholder vote on January 14, 2026, and the subsequent court and TSXV approvals required to finalize the spin-out.
– Daura Gold Exploration: Watch for news from Daura Gold regarding the commencement of their 28,000m drill program at Cerro Bayo and La Flora. This is the most significant exploration catalyst for the remaining Latin Metals entity.
– Organullo Project Partner: The company will be actively seeking a new partner for the drill-ready Organullo project. News of a new option agreement would be a major positive catalyst, as the market previously assigned significant value to this project under the AngloGold partnership.
– Latin Explore Trading: Once the spin-out is complete, watch for the initial trading performance and exploration plans of Latin Explore Inc.
Materiality Conclusion
The announcement of the definitive agreement for the spin-out and its concurrent financing is material and positive. It represents the execution of a clear strategy to unlock the value of the company’s Peruvian copper assets while providing a non-dilutive funding path for their advancement. This move helps compartmentalize risk and allows for two distinct corporate strategies to be pursued in parallel, benefiting shareholders who will hold shares in both entities.
