Vancouver, British Columbia--(Newsfile Corp. - December 30, 2025) - 1317202 B.C. Ltd. ("202" or the "Company"), is pleased to announce that it has entered into a non-binding letter of intent dated December 24, 2025 (the "LOI") with Titiminas Silver Inc. ("TITI") which outlines the terms and conditions of a proposed business combination of TITI and the Company, whereby the Company will acquire all of the issued and outstanding securities of TITI by way of a share exchange, amalgamation or such other form of business combination as the parties may determine (the "Proposed Transaction").
The Proposed Transaction will result in a reverse take-over of the Company by the shareholders of TITI pursuant to the policies of the TSX Venture Exchange (the "Exchange" or the "TSXV"). Upon completion of the Proposed Transaction, it is expected that: (i) TITI will become a wholly-owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company to form the resulting issuer (the "Resulting Issuer"); (ii) the common shares of the Resulting Issuer (the "Resulting Issuer Shares") will be listed as a Tier 2 Mining issuer on the TSXV; and (iii) the Company will carry on the business of TITI.
Transaction Summary
Under the terms of the LOI, it is anticipated that (i) prior to the consummation of the Proposed Transaction, the Company will implement a consolidation (the "Consolidation") of all of the issued and outstanding shares of the Company (each a "Company Share") based on a ratio to be determined immediately prior to the closing of the Proposed Transaction (the "Consolidation Ratio"), such that the existing holders of Company Shares shall hold, in the aggregate, such number of Resulting Issuer Shares that when multiplied by the offering price of the Concurrent Financing (as defined herein) equals $750,000; and (ii) each outstanding security of TITI shall be exchanged on a one for one basis for an equivalent security of the Resulting Issuer.
The Proposed Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Proposed Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of a concurrent financing to raise not less than $10 million (the "Concurrent Financing"), the approval of the shareholders of TITI and if applicable, the Company, and the conditional approval for the listing of the Resulting Issuer's shares on the TSXV and other applicable regulatory authorities.
Further details concerning the Proposed Transaction (including additional financial and shareholder information regarding TITI) and the Concurrent Financing and other matters will be announced if and when a definitive agreement is reached.
Information Concerning TITI
TITI is a privately held mining exploration company with its head office in Vancouver, British Columbia. It currently has 25,178,129 common shares issued and outstanding. There are no persons holding a controlling interest in TITI. TITI holds the sole and exclusive option to acquire a Peruvian company holding all of the mineral concessions forming the Madre Sierra project, a high-grade silver project located in central Peru (the "Project"). The Project was a previously producing mine and permitted for small scale mining activities.
TITI has an option to acquire the shares of Compañía Minera Rosalinda SAC, a Peruvian company that owns the past producing and permitted Madre Sierra silver mine located in Central Peru. TITI intends to redrill and expand a historical resource estimate and fast track the project towards development and production.
Management and Board of Directors
The following sets out the names and backgrounds of all persons who are expected to be the officers and directors of the Resulting Issuer upon completion of the Proposed Transaction, with the addition of two additional independent directors to be announced at a later date. All directors and officers are subject to TSXV acceptance.
Luis Goyzueta, President, CEO and Director
Mr. Goyzueta is a natural resources entrepreneur and investor with 28 years experience in Peru and Latin America. He was the co-founder and Director of Calipuy Resources and co-founder and Chairman and Mochica Resources as well as the Co-founder and CEO of PBF, now part of Valero Energy, a Fortune 500 company.
Mr. Goyzueta holds a Bsc in Economics and Finance from Bentley University.
Christopher Richards, Chief Financial Officer
Mr. Richards has over 20 years experience in the mining industry, holding senior positions in publicly listed mining and resource companies operating in Kazakhstan, Greenland and the Americas.
He is currently the CFO of Arras Minerals Corp. and Silver Bull Resources, Inc., roles held since September 2020. Prior to these, he was the VP Finance at Great Panther Mining Ltd., VP Finance at Kyzyl Gold Ltd., and Corporate Controller of NovaGold Resources, Inc.
Mr. Richards began his career with KPMG, where he was a senior manager in their mining group. He is a CPA (Chartered Professional Accountant, British Columbia), CA, received a Bachelor of Business Administration degree from Simon Fraser University and a Certificate in Mining Studies from the Norman B. Keevil Institute of Mining Engineering at the University of British Columbia.
Helmut Herrera, VP Exploration
Mr. Herrera is geologist from the University of Chile with over 20 years' experience in successful exploration. His prior exploration geologist roles including various exploration projects such as Woodjam (Canada, Gold Fields), Lepanto (Philippines), and Boka (China, Southwestern Resources), Liam (Newmont).
He was involved in the discovery of the Salares Norte deposit in the Maricunga belt in Chile and the Zafranal copper-molybdenum porphyry project in Southern Peru owned by Teck Resources. He was also part of the team that discovered the Chucapaca gold-copper deposit in Southern Peru.
Johannes Petersen, Director
Mr. Petersen is an experienced natural resource professional and entrepreneur with over 20 years of experience founding and managing more than 10 businesses in the energy, metals, and mining sectors across Asia, North America, and South America.
He has played a key role in asset acquisition, business planning, business development, and capital raising. He currently serves as CFO of Gemini Resources, a private exploration company with interests in lithium and oil and gas in Poland. Earlier in his career, he held positions in fixed income portfolio management and currency trading. He holds a BSc in Economics from Universidad del Pacífico in Peru and an MBA from London Business School.
Veljko Brcic, Director
Mr. Brcic is a natural resources executive and investor with experience across capital markets, and corporate development. He is the CEO and Co-Founder of Vida Energy, where he leads strategic investments in new fuels, carbon markets, and energy systems.
Previously, Mr. Brcic was a Partner at Inventa Capital, a mining-focused venture builder, and a Senior Associate at Pala Investments, where he evaluated and structured investments in the mining industry. Mr. Brcic also served as SVP Corporate Development at Vizsla Silver, leading major option agreements and the successful carve-out of Vizsla Copper and Vizsla Royalty.
Mr. Brcic holds an MBA with Highest Academic Honours from HEC and a B.Comm (Honours) from the University of British Columbia. He is fluent in English, Spanish, and French.
Sponsorship
The Proposed Transaction is subject to the sponsorship requirements of the TSXV unless an exemption from those requirements is granted. The Company intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained.
Name Change
Upon completion of the Proposed Transaction, the Company intends to change its name to "Titiminas Silver Inc." or such other name as determined by the board of directors of TITI and as approved by the Exchange.
Further details about the Proposed Transaction and the Resulting Issuer will also be contained in the disclosure document to be prepared and filed with the TSXV and on SEDAR+ in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
About 1317202 B.C. Ltd.
The Company was incorporated in the province of British Columbia on July 27, 2021. The Company is a reporting issuer but does not trade on a stock exchange. The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction.
For further information, please contact:
1317202 B.C. Ltd.
James Ward, Chief Executive Officer and Director
Phone: (416) 897-2359
E-Mail: james@wardfinancial.ca
Reader Advisories
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless they are registered under the United States Securities Act of 1933, as amended, and any applicable state securities laws, or an applicable exemption from the such U.S. registration requirements is available. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding the Proposed Transaction and the related transactions described therein, satisfaction of the conditions precedent to closing the Proposed Transaction, the anticipated management team of the Resulting Issuer, TITI's business operations and prospects, the completion of the Concurrent Financing, the completion of the Consolidation, the parties having determined the appropriate Consolidation Ratio, the listing of the Resulting Issuer Shares on the TSXV. The Company and TITI have made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of TITI to execute and achieve its business objectives, to develop the forward-looking statements in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking statements in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of the Company or TITI to complete the Proposed Transaction on the terms disclosed in this news release, or at all; reliance on key and qualified personnel; regulatory and other risks associated with the mining industry in general, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking statements prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking statement is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking statement. The forward-looking statements included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking statements, other than as required by applicable law.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279264
Source: 1317202 B.C. Ltd.
