Toronto, Ontario--(Newsfile Corp. - September 29, 2026) - Palamina Corp. (TSXV: PA) (OTCQB: PLMNF) (" Palamina " or the " Company ") confirms that it has closed the previously announced plan of arrangement in connection with the spin out (the " Spin-Out Transaction ") of Colt Silver Corp (" Colt Silver ") effective September 29, 2026 as per the Company's news release issued on September 25, 2026. Pursuant to the Spin-Out Transaction, Palamina distributed 23,308,708 common shares of Colt Silver (the " Colt Shares ") to the shareholders of Palamina (the " Shareholders ") and Palamina retained 4,577,766 Colt Shares.
The Spin-Out Transaction was implemented under the terms of an arrangement agreement (the " Arrangement Agreement ") among the Company, Colt Finco Corp. (" Finco ") and Colt Silver, pursuant to which the Shareholders will receive: (i) 0.25 of one Colt Share for every common share in the Company held (the " Common Shares "); and (ii) one new common share of the Company (the " New Common Share ") for every exiting Common Share. Holders of currently outstanding common share purchase warrants (the " Warrants ") of Palamina are also entitled to 0.25 of one Colt Share for every share purchased pursuant to the due exercise of such Warrants.
At market close on September 28, 2026, the Company's Common Shares, were exchanged on a one-for-one basis for New Common Shares, and were delisted from the TSX Venture Exchange (" TSXV "), and at market open on September 29, 2026, the New Common Shares were listed and began trading with CUSIP and ISIN numbers 69607A109 and CA69607A1093. The Palamina ticker symbol continues to be "PA".
Colt Silver is now a reporting issuer in British Columbia, Alberta, Saskatchewan and Ontario and has received conditional approval to list the Colt Shares on the TSXV. Colt Silver will issue a subsequent news release announcing the expected date its shares are to commence trading on the TSXV under the symbol "COLT". Further details about Colt Silver will also be available shortly pursuant to the TSXV Form 2B - Listing Application to be filed publicly on Colt Silver's SEDAR+ profile at www.sedarplus.ca .
Concurrent Financings and Amalgamation
As part of the Spin-Out Transaction, Colt Silver completed a non-brokered private placement financing of secured convertible debentures (the " Debentures ") for $600,000 in gross proceeds (the " Debenture Offering ") on April 17, 2026. The principal and all accrued interest owing pursuant to the Debentures were automatically converted into 6,135,613 Colt Shares at a conversion price of $0.10 per share in accordance with their terms on September 29, 2026.
Also as part of the Spin-Out Transaction, Finco completed a non-brokered private placement financing of subscription receipts (" Subscription Receipts ") for $2,450,000 in gross proceeds on April 17, 2026 (the " Subscription Receipt Offering ", together with the Debenture Offering, the " Financings "). On September 29, 2026, the Subscription Receipts automatically converted into common shares of Finco at a conversion price of $0.15 per share and then immediately thereafter were exchanged on a one for one basis for Colt Shares pursuant to an amalgamation of Finco with a wholly-owned subsidiary of Colt Silver. The Resulting Issuer intends to use the net proceeds of the Financings for exploration and advancement of the assets, including drilling, community relations, engineering studies, and general corporate and working capital purposes.
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Colt Silver Structure
Colt Silver has 50,355,421 Colt Shares issued and outstanding, including 23,308,708 Colt Shares held by Palamina Shareholders (46.3%), 4,577,766 Colt Shares held by Palamina (9.1%) and 22,468,947 Colt Shares held by the participants in the Financings (44.6%). There are 100,000 compensation options outstanding exercisable at $0.15 per Colt Share for a period of 2 years from the date of issuance. Also, Colt Silver has an obligation to issue up to 5,448,075 Colt Shares upon the exercise of Palamina Warrants and receipt by Colt Silver of $0.05 per Colt Share to be issued.
Filing of Technical Report
A technical report, prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects in respect of the Galena Ag-Cu-Mn Project, has been filed on SEDAR+. The technical report was prepared by Steven L. Park, M.Sc. C.P.G for Colt Silver and entitled "NI 43-101 Technical Report: Galena Ag-Cu-Mn Project" effective June 14, 2026 (the " Technical Report "). The Technical Report is available on Palamina and Colt Silver's SEDAR+ profile at www.sedarplus.ca and on the Colt Silver website. The Galena Project will be the Qualifying Property (within the meaning of TSXV policies) for the Colt Silver listing application with the TSXV.
Information Regarding the Exchange of Securities
Registered Shareholders -- In order to receive the New Common Shares and Colt Shares, registered Palamina Shareholders must complete, execute and deposit with Computershare Investor Services Inc., the depositary appointed in respect of the Arrangement, the letter of transmittal (the " Letter of Transmittal ") previously mailed to the registered Palamina Shareholders and their respective certificate(s) / DRS advice(s) representing their Palamina Common Shares and any other required documents and instruments, all in accordance with the instructions provided in the Letter of Transmittal. The Letter of Transmittal is also available on Palamina's website and under Palamina's SEDAR+ profile at www.sedarplus.ca .
Non-Registered Shareholders -- Non-registered Palamina Shareholders whose Palamina Common Shares are registered in the name of a broker, investment dealer, bank or other intermediary or nominee (each, an " Intermediary ") should contact their Intermediary for assistance in depositing their New Common Shares and Colt Shares.
For further details on Colt Silver and Palamina, readers are referred to Canadian regulatory filings on SEDAR+ at www.sedarplus.ca and Palamina's website ( www.palamina.com ).
None of the securities issued pursuant to the Arrangement or the Financings have been or will be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Any securities issued pursuant to the Arrangement are issued in reliance upon available exemptions from such registration requirements pursuant to section 3(a)(10) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Early Warning
Pursuant to the Spin-Out Transaction and the Financings, Andrew Thomson, acquired directly and indirectly, 4,972,534 Colt Shares and 923,750 warrants exercisable for Colt Shares at $0.05 per share. Mr. Thomson did not own any shares of Colt Silver immediately prior to the Spin-Out Transaction and Financings. Following these transactions, Mr. Thomson has beneficial ownership or exercises direction or control over, directly and indirectly 4,972,534 Colt Shares and 923,750 warrants, representing approximately 9.9% of the outstanding shares of Colt Silver on an undiluted basis and 11.5% on a partially diluted basis. The Colt Shares were acquired for investment purposes. Mr. Thomson has a long-term view of the investments and may acquire additional Colt Shares of Colt Silver in the future depending on market conditions, reformulation of plans and/or other relevant factors. This information is being disclosed as required by National Instrument 62-104 - Take-Over Bids and Issuer Bids and relates to Colt Silver, whose head office is located at 145 King Street West, Suite 2870, Toronto, Ontario, M5H 1J8. A copy of the Early Warning Report that has been filed today in connection herewith can be obtained at www.sedarplus.ca under Colt Silver's profile, or by contacting Andrew Thomson at 145 King Street West, Suite 2870, Toronto, Ontario, M5H 1J8, telephone: (416) 204-7536.
About Palamina
Palamina is a mineral exploration company with six gold projects in the Puno Orogenic Gold Belt of southeastern Peru. Palamina is primarily focused on advancing its flagship Usicayos Gold Project.Colt Silver Corp. holds seven silver-copper projects across southeastern, northeastern and central Peru and plans to commence a drill program at its flagship Galena Silver-Copper Project in the fall of 2026.
Upon completion of the spin-out transaction, Palamina will retain approximately 9.1% of the equity of Colt Silver, which will operate as a standalone public company. The transaction will allow each company to focus on its respective mineral exploration portfolio while providing Palamina shareholders with direct exposure to Colt Silver's silver-copper assets.
Palamina trades on the TSX Venture Exchange under the symbol PA and on the OTCQB under the symbol PLMNF. Colt will trade on the TSX Venture Exchange with the symbol announced after closing.
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.sedar.com
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