Palamina updates Colt silver spin-out transaction
Key facts
- Financing
- Sep 30 close
Toronto, Ontario--(Newsfile Corp. - August 14, 2026) - Palamina Corp. (TSXV: PA) (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.
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