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VANCOUVER, British Columbia, Jan. 28, 2026 (GLOBE NEWSWIRE) — 1317202 B.C. Ltd. (“131“) and Titiminas Silver Inc. (“Titiminas“) are pleased to announce that further to their press release dated December 30, 2025 announcing their proposed business combination (the “Business Combination“), 131 has entered into a definitive business combination agreement dated January 23, 2026 (the “Definitive Agreement“) with Titiminas and 1573892 B.C. Ltd. (“Subco“), a wholly owned subsidiary of 131 and concurrently therewith, Titiminas entered into an engagement letter with Canaccord Genuity Corp. (“Canaccord“), as lead agent, on their own behalf and on behalf of a syndicate of agents (collectively, the “Agents“), pursuant to which Titiminas intends to complete, directly or indirectly, a private placement of subscription receipts (the “Subscription Receipts“) at a price of $1.75 per Subscription Receipt (the “Offering Price“) for gross proceeds of approximately $25 million (the “Offering“). The Offering will be conducted on a “best efforts” private placement basis. Titiminas has also granted the Agents an option (the “Agents' Option“) to arrange for the sale of up to such number of additional Subscription Receipts as is equal to 15% of the number of Subscription Receipts sold under the Offering at the Offering Price. The Agents' Option shall be exercisable, in whole or in part, at any time prior to closing of the Offering (the “Closing Date“).
Existing shareholders, management, officers and affiliates of Titiminas, including Eric Sprott, intend to participate in the Offering.
Terms of the Offering
Upon closing of the Offering, the gross proceeds of the Offering, less (i) the Agents' reasonable out-of-pocket expenses and the reasonable fees and disbursements of the Agents' legal counsel incurred prior to the Closing Date; and (ii) 50% of the Agents' Fee (the “Escrowed Funds“), will be held in escrow pursuant to the Subscription Receipt Agreement in an interest bearing account pending the earlier of: (i) the satisfaction of the Escrow Release Conditions (as defined below) and (ii) the occurrence of a Termination Event (as defined below).
Each Subscription Receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one common share of Titiminas or a subsidiary thereof (a “Subscription Receipt Share“) upon the satisfaction or waiver of the Escrow Release Conditions prior to the Termination Date. The Subscription Receipts will be issued pursuant to and governed by the terms of a subscription receipt agreement (the “Subscription Receipt Agreement“) to be entered into between Titiminas and a subscription receipt agent to be determined by Titiminas (the “Subscription Receipt Agent“), and Canaccord, on behalf of the Agents, and such other parties may be reasonably determined to be appropriate.
The “Escrow Release Conditions” include, among other things: (i) the receipt of all required corporate, shareholder and regulatory approvals in connection with the Offering, Business Combination and the listing of the Resulting Issuer Shares (as defined below) on the Exchange; (ii) the completion or the satisfaction of all conditions precedent to the Business Combination, substantially in accordance with the Definitive Agreement, to the satisfaction of the Agents; and (iii) delivery of a legal opinion of counsel to Titiminas, satisfactory to Canaccord, that the Resulting Issuer Shares (as defined below) issued in exchange for the Subscription Receipt Shares under the Business Combination will not be subject to a hold period under applicable Canadian securities laws.
Immediately upon completion of the Business Combination: (i) 131 will be renamed Titiminas Silver Inc. or such other name as may be determined by Titiminas (the “Resulting Issuer“) and will be listed on the TSX Venture Exchange (the “Exchange“); and (ii) all shares of Titiminas , including the Subscription Receipt Shares, shall be exchanged for common shares of the Resulting Issuer (the “Resulting Issuer Shares“) based on the terms of the Business Combination, and anticipated to be one common share of the Resulting Issuer for each Subscription Receipt Share held (following an anticipated consolidation of the common shares of 131 (“131 Shares“) on an approximately 10.75 to 1 consolidation ratio).
Upon satisfaction of the Escrow Release Conditions on or prior to the Termination Date (as defined below), the Subscription Receipt Agent will release the deposited Agents' Fee together with all interest earned thereon, to Canaccord from the Escrowed Funds and the balance of the Escrowed Funds together with all interest earned thereon shall be released to Titiminas or the Resulting Issuer.
If (i) the Escrow Release Conditions have not been satisfied prior to 5:00 p.m. (Vancouver time) on that date which is 120 days following the Closing Date, (ii) the Business Combination is terminated at any earlier time, or (iii) Titiminas advises Canaccord, on behalf of the Agents, or announces to the public that it does not intend to satisfy the Escrow Release Conditions (in any case, a “Termination Event“, and the date upon which such event occurs, the “Termination Date“), the Subscription Receipt Agent shall return to the holders of the Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by each such holder and their pro-rata portion of interest and other income earned on the Escrowed Funds and the Subscription Receipts shall be cancelled. Titiminas shall be responsible and liable to the holders of the Subscription Receipts for any shortfall between the aggregate Offering Price paid by the original purchasers of the Subscription Receipts and the Escrowed Funds.
The Subscription Receipts and the Subscription Receipt Shares issuable thereunder shall be subject to an indefinite hold period as set out in National Instrument 45-102 – Resale of Securities. The Resulting Issuer Shares issued in exchange for the Subscription Receipt Shares under the Business Combination will not be subject to a hold period under applicable securities legislation in Canada.
The Resulting Issuer intends to use the gross proceeds of the Offering to undertake exploration programs on its existing mineral properties, pursue acquisition opportunities for additional Peruvian mineral properties as well as for general corporate and working capital purposes.
The Business Combination
Pursuant to the Definitive Agreement, Titiminas and 131 have agreed to complete a three-cornered amalgamation whereby Subco, will amalgamate with Titiminas to form a new company (“Amalco“). More specifically as part of the Business Combination:
(a) 131 will, immediately prior to the amalgamation of Titiminas and Subco, consolidate all of the issued and outstanding 131 Shares, on the basis of a consolidation ratio to be determined immediately prior to the closing of the Business Combination (the “Consolidation“).
(b) Titiminas and Subco will amalgamate to form Amalco, whereby:
- Each outstanding common share of Titiminas (“Titiminas Shares“), including the Subscription Receipt Shares, will be exchanged for one post-Consolidation Resulting Issuer Share at a deemed price equivalent to the Offering Price;
- Each common share of Subco held by 131 will be cancelled, and in consideration therefor, one common share of Amalco (“Amalco Share“) will be issued to 131;
- One Amalco Share will be issued to 131 in consideration for the issuance of Resulting Issuer Shares on the basis of one Amalco Share for each Resulting Issuer Share issued to the previous holders of Titiminas Shares; and
- Amalco will become a wholly owned subsidiary of the Resulting Issuer, and carry on the business of Titiminas.
Completion of the Business Combination is subject to a number of terms and conditions, including, but not limited to (i) the completion of the Offering, (ii) the approval of the shareholders and the board of directors of Titiminas and 131, and (iii) the conditional approval for the listing of the Resulting Issuer Shares on the Exchange. Where applicable, the Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
A copy of the Definitive Agreement has been filed on SEDAR+ at www.sedarplus.ca under 131's profile.
Further details about the Business Combination and the Resulting Issuer will also be contained in the listing application or filing statement (a “Filing Statement“) to be prepared and filed with the Exchange and on SEDAR+ in connection with the Business Combination. Investors are cautioned that, except as disclosed in such Filing Statement, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act of 1933, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act of 1933 and applicable state securities requirements or pursuant to exemptions therefrom.
ABOUT TITIMINAS SILVER INC.
Titiminas is a privately held mining exploration company with its head office in Vancouver, British Columbia. It currently has 25,659,567 common shares issued and outstanding. There are no persons holding a controlling interest in Titiminas. Titiminas 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. Titiminas has an option to acquire the shares of Compania Minera Rosalinda SAC, a Peruvian company that owns the past producing and permitted Madre Sierra silver mine located in Central Peru. Titiminas intends to redrill and expand a historical resource estimate and fast track the project towards development and production.
ABOUT 1317202 B.C. LTD. AND 1573892 B.C. LTD.
131 was incorporated in the province of British Columbia on July 27, 2021. 131 is a reporting issuer but does not trade on a stock exchange. The principal business of 131 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.
Subco is a private company incorporated under the Business Corporations Act (British Columbia) on January 21, 2026, for the purpose of completing the Proposed 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
Titiminas Silver Inc.
Luis Goyzueta, Chief Executive Officer and Director
Phone: (672) 288-1762
Email: luis.goyzueta@titiminas.com
Cautionary Statements Regarding Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Business Combination, timing of the Business Combination and ability to complete the Business Combination and/or the Offering, the timing and the size of the Offering, and the future business of the Resulting Issuer. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the parties, including expectations and assumptions concerning (i) Titiminas, 131, the Resulting Issuer, and the Business Combination, (ii) the timely receipt of all required shareholder, court and regulatory approvals and consents (as applicable), including the approval of the Exchange, (iii) the Offering, and the terms and size of the Offering, and the closing of the Offering, if any, and (iii) the satisfaction of the Escrow Release Conditions and other closing conditions in accordance with the terms of any definitive agreements entered into in connection with the Business Combination. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of Titiminas and 131 at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although 131 and Titiminas have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. 131 and Titiminas do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable
law.
The TSXV has not passed upon the merits of the Offering or the Business Combination and the Offering and associated transactions and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
