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Titiminas Silver Announces Board Approval of Madre Sierra Reorganization and Amendment to Option Agreement; Engages Atrium Research

LIMA, Peru, May 5, 2026 /CNW/ - Titiminas Silver Inc. (TSXV: TITI) ("Titiminas" or the "Company") is pleased to announce that its Board of Directors has approve

articleTitiminas Silver, Inc.May 5, 20264/company/titiminas-silver-inc/news/titiminas-silver-announces-board-approval-of-madre-sierra-reorganization-and-amendment-to-option-agreement-engages-atrium-research
Titiminas Silver Announces Board Approval of Madre Sierra Reorganization and Amendment to Option Agreement; Engages Atrium Research

About this update from Titiminas Silver, Inc.

[{"type":"text","content":" LIMA, Peru, May 5, 2026 /CNW/ - Titiminas Silver Inc. (TSXV: TITI) (\"Titiminas\" or the \"Company\") is pleased to announce that its Board of Directors has approved a corporate reorganization of its flagship Madre Sierra silver project in central Peru, together with an amendment (the \"New Amendment\") to the share purchase option agreement (the \"SPOA\") governing the Company's option to acquire 100% of the project. The Board has also authorized the registration of the three 1% net smelter return royalties (the \"NSRs\") granted under the SPOA against the underlying mining concessions in the Peruvian Public Registry. Corporate Reorganization of the Madre Sierra Project The reorganization allocates the 18 mining concessions that comprise the Madre Sierra project (totaling 7,561 hectares) across three Peruvian companies (\"sociedades anónimas cerradas\" or \"SACs\")— CMRL and two additional Peruvian companies (the \"New Peruvian Companies\"), each holding a discrete portfolio of concessions. This structure is designed to optimize the operational, permitting and tax management of the Madre Sierra project under the Peruvian regulatory framework, and is expected to allow two of the three operating vehicles to operate under Peru's small-scale mining regime (Pequeño Productor Minero, or \"PPM\"), enabling the advancement of the exploration program under the DIA permitting framework. The structure has been reviewed with Peruvian counsel and is consistent with applicable mining legislation. Amendment to Share Purchase Option Agreement In connection with the reorganization, the Company and the selling shareholders under the SPOA have agreed in principle to enter into the New Amendment, which provides for: (i) the express waiver of the selling shareholders' right of first refusal under Section 7.4 of the SPOA in respect of the transfer of the Madre Sierra concessions; (ii) the prior written consent required under Section 7.2(d) of the SPOA; and (iii) the extension of Titiminas' option perimeter to cover the shares of the New Peruvian Companies on terms identical to those applicable to CMRL. The economic terms of the SPOA, including the aggregate purchase price, the underlying payment schedule and the three 1% NSRs (3% in aggregate) granted in favour of the selling shareholders, remain unchanged. The reorganization constitutes a regulato...

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