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Palamina Corp. (TSXV: PA,OTC:PLMNF) (OTCQB: PLMNF) ("Palamina" or the "Company") has set its annual and special meeting of shareholders to be held at 10:30 a.m. (Toronto time) on September 24, 2026 (the "Meeting") in respect of the approval of 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. At the Meeting, shareholders will also be asked to elect the Company's directors, appoint the Company's auditors and approve the Company's equity incentive plan.
The Company will be mailing a management information circular (the "Circular") containing, 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 will be available on the Company's website at www.palamina.com or under the Company's profile on SEDAR+ at www.sedarplus.ca.
The Company also announces that it has entered into an amending agreement today in respect of the arrangement agreement with Colt Silver and Finco dated April 17, 2026 (the "Amending Agreement"). The Amending Agreement amends and restates the Arrangement Agreement as follows: (i) the consideration payable by Colt Silver being 0.33 of one Colt Silver share for every Palamina share held by Palamina shareholders shall be changed to one Colt Silver share for every 4 Palamina shares held by Palamina shareholders; (ii) Palamina will pay to Colt Silver an amount equal to $0.05 per share issued by Colt Silver in respect of any exercise of Palamina's warrants entitling the holder to shares of Colt Silver under the Arrangement; and (iii) Palamina will forgive the amount of approximately $389,493 currently owing by Colt Silver to Palamina. It is anticipated that the Arrangement will be completed on or about September 30, 2026.
Palamina has also filed a National Instrument (NI) 43-101 Technical Report on Colt Silver's flagship property, titled "NI 43-101 Technical Report: Galena Ag-Cu Project, Department of Puno, Peru", with a report date of July 14, 2026 and an effective date of June 14, 2026. The report was prepared by Steven L. Park M.Sc., C.P.G. The full report is available for review under the Company's profile on the SEDAR+ website at www.sedarplus.ca and on the Company's website at https://www.palamina.com/galena It was prepared in accordance with NI 43-101 standards and has been filed with the British Columbia Securities Commission, Alberta Securities Commission, Saskatchewan Financial Services Commission (Securities Division), and the Ontario Securities Commission.
Qualified Persons
Scientific and technical information in this news release has been reviewed and approved by Steven L. Park, M.Sc., C.P.G. and Colt Silver's Lead Geological Consultant Steve Preismeyer, C.P.G
Mr. Steven L. Park, M.Sc., C.P.G., is an independent consultant and a "Qualified Person" as defined by NI 43-101. He is the author responsible for the preparation of the NI 43-101 Technical Report and has consented to the inclusion of the technical data in the form and context in which it appears.
Mr. Steve T. Priesmeyer is the lead geological consultant for Colt Silver Corp. and acts as the Company's non-independent "Qualified Person" under NI 43-101 and has verified the data disclosed in this release and the technical report.
About Palamina
Palamina is a mineral exploration company with six gold projects in the Puno Orogenic Gold Belt in southeastern Peru, as well as a separate, wholly owned Canadian subsidiary, Colt Silver Corp., which holds seven silver-copper assets across southeastern, northeastern, and central Peru. Colt Silver Corp. is being spun out as a 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.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309626
