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Palamina Corp. (TSXV: PA,OTC:PLMNF) (OTCQB: PLMNF) has mailed its management information circular (the "Circular") and related proxy materials to its shareholders in connection with the annual and special meeting of Shareholders to be held at 10:30 a.m. (Toronto time) on September 24, 2026 (the "Meeting").
At the Meeting, Shareholders will be asked to elect the Company's directors, appoint the Company's auditors and approve the Company's equity incentive plan. The Shareholders will also be asked to approve the previously announced spin-out transaction (the "Transaction") pursuant to an arrangement agreement (the "Arrangement Agreement") between the Company, Colt Silver Corp. ("Colt Silver") and Colt Finco Corp. ("Finco"), whereby Palamina will distribute a certain number of common shares of Colt Silver to the Shareholders of Palamina pursuant to a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Arrangement") and an equity stock option plan for Colt Silver.
The Ontario Superior Court of Justice (Commercial List) (the "Court") has issued an interim order in connection with the Arrangement, authorizing the calling and holding of the Meeting and other matters related to the conduct of the Meeting. The TSX Venture Exchange ("TSXV") has conditionally approved the listing of the common shares of Colt Silver upon completion of the Arrangement and satisfaction of final listing requirements of the TSXV.
The Circular contains, among other things, details concerning the Arrangement, the requirements for the Arrangement to become effective, procedures for voting at the Meeting and other related matters. Shareholders are urged to carefully review the Circular and accompanying materials, as they contain important information regarding the Arrangement and its consequences to Shareholders. A copy of the Circular and other meeting materials are available on the Company's website at https://www.palamina.com/agm-materials or under Company's profile on SEDAR+ at www.sedarplus.ca. Palamina's Board of Directors unanimously recommends that Shareholders vote in favor of the Transaction.
Completion of the Arrangement is subject to the approval by (i) at least 66 2/3% of the votes cast by the Shareholders, and (ii) a simple majority of the votes cast by the Shareholders, excluding the votes attached to shares whose votes are required to be excluded for purposes of the minority shareholder vote required pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Arrangement is also subject to approval of a final order by the Court. It is anticipated that the Arrangement will be completed within two weeks following completion of the Meeting.
About Palamina
Palamina is a mineral exploration company with 6 gold projects in the Puno Orogenic Gold Belt in southeastern Peru and a separate Canadian 100% owned subsidiary, Colt Silver Corp. with seven silver copper assets across southeastern, northeastern, and central Peru. Colt Silver Corp. is being spun out into its own standalone public company to unlock additional shareholder value. Palamina trades on the TSX Venture Exchange (PA) and the OTCQB (PLMNF).
On Behalf of the Board of Directors
Andrew Thomson, President
Phone: (416) 204-7536
or visit www.palamina.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements include, but are not limited to, the use of proceeds of the Offering and the Company's future business plans. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's continuous disclosure filings, which are available at www.sedarplus.ca.
Not for distribution to U.S. news wire services or dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312365
