Toronto, Ontario--(Newsfile Corp. - October 13, 2026) - Colt Silver Corp. (TSXV: COLT) ("Colt Silver" or the "Company") confirms that it has closed the previously announced plan of arrangement in connection with the spin out (the "Spin-Out Transaction") with Palamina Corp. ("Palamina") effective September 29, 2026 as per Palamina's news releases issued on September 25, 2026 and September 29, 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 Palamina, Colt Finco Corp. ("Finco") and Colt Silver, pursuant to which the Shareholders have received: (i) 0.25 of one Colt Share for every common share in Palamina held (the "Common Shares"); and (ii) one new common share of Palamina (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.
As a result of the completion of the Spin-Out Transaction, 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. The Colt Shares will commence trading on the TSXV under the symbol "COLT" on October 19, 2026. Further details about Colt Silver are available pursuant to the TSXV Form 2B - Listing Application filed publicly on Colt Silver's SEDAR+ profile at www.sedarplus.ca.
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%) completed in connection with the Spin-Out Transaction. 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. A total of 8,257,466 Colt Shares (16.4%) are subject to escrow pursuant to the policies of the TSXV, which will be released 10% on issuance of the listing bulletin and 15% every 6 months thereafter.
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.
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.
About Colt Silver
Colt Silver is a Canadian mineral exploration company focused on a portfolio of seven silver, copper, and critical mineral projects throughout Peru. Puno is currently the top region for mineral investment in Peru, where Colt holds five projects and maintains the largest land position in the Santa Lucia district of southeastern Peru. Colts exploration efforts are primarily focused on its flagship Galena Silver-Copper Project, where an inaugural drilling program is planned in the fall of 2026. Colt Silver trades on the TSXV under the symbol COLT.
On Behalf of the Board of Directors
Andrew Thomson, Chief Executive Officer
Phone: (416) 204-7536 or visit www.coltsilver.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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