Titiminas Silver Inc. Completes $16.6 Million Concurrent Financing

Newsfile

March 25, 2026 4:11PM GMT

Vancouver, British Columbia--(Newsfile Corp. - March 25, 2026) - 1317202 B.C. Ltd. ("131") and Titiminas Silver Inc. ("Titiminas") are pleased to announce the closing of Titiminas' previously announced subscription receipt offering (the "Offering"), as outlined in their press release dated January 28, 2026 (the "January Release").

Pursuant to the Offering, Titiminas raised aggregate gross proceeds of $16,617,125 through the sale of 9,495,500 subscription receipts (each a "Subscription Receipt") at a price of $1.75 per Subscription Receipt (the "Offering Price").

The Offering was led by Canaccord Genuity Corp., as lead agent, on behalf of a syndicate which included Medalist Capital Advisors Inc. and Beacon Securities Limited (collectively, the "Agents"). In connection with the Offering, the Agents are entitled to receive a cash commission of 6.0% of the gross proceeds of the Offering, other than in respect of certain purchasers on a president's list for which the Agents are entitled to receive a cash commission of 3.0% (the "Agents' Fee"). An additional cash commission of 5.0% of the proceeds raised is payable in respect of certain president's list subscribers to an arm's length finder.

The aggregate gross proceeds from the sale of the Subscription Receipts, less (i) 50% of the Agents' Fee in connection with the Offering; and (ii) the Agents' reasonable out-of-pocket expenses and the reasonable fees and disbursements of the Agents' legal counsel incurred prior to the closing of the Offering (the "Escrowed Funds"), were deposited in escrow pursuant to the Subscription Receipt Agreement (as defined below) 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 entitles 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 (a "Subscription Receipt Share") upon the satisfaction or waiver of the Escrow Release Conditions prior to the Termination Date. The Subscription Receipts were issued pursuant to and governed by the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated March 25, 2026 between Titiminas, Olympia Trust Company (the "Subscription Receipt Agent"), and Canaccord, on behalf of the Agents.

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 (as defined below) and the listing of the Resulting Issuer Shares (as defined below) on the TSX Venture Exchange (the "Exchange"); (ii) the completion or the satisfaction of all conditions precedent to the proposed business combination transaction between 131 and Titiminas (the "Business Combination") substantially in accordance with the business combination agreement dated January 23, 2026, as amended, between 131 and Titiminas (the "Business Combination Agreement"), without any material adverse amendment or waiver, 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 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 Agreement, being 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 July 23, 2026, (ii) prior to the effective time, as set forth in the Business Combination Agreement, the Business Combination Agreement is terminated, 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 are 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.

For further details as to the Offering and the Business Combination, please see the January Release.

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 Compañía 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 Business Combination.

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 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, 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.

Not for distribution to U.S. newswire services or for release publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into 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/289902