TITIMINAS SILVER INC. (FORMERLY 1317202 B.C. LTD.) ANNOUNCES COMPLETION OF BUSINESS COMBINATION

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VANCOUVER, BC, April 8, 2026 /CNW/ - Titiminas Silver Inc. ("Titiminas")(formerly 1317202 B.C. Ltd. ("131") is pleased to announce the completion on April 7, 2026 of its previously announced business combination transaction (the "Transaction"). Pursuant to the Transaction, a subsidiary of 131 amalgamated with the target (formerly, Titiminas Silver Inc.) (the "Target") and securityholders of the Target received securities in the capital of Titiminas, as further described below. Following completion of the Transaction, the common shares of Titiminas will be listed on the TSX Venture Exchange ("TSXV").

Transaction Summary

In connection with the Transaction, 131 changed its name from 1317202 B.C. Ltd. to "Titiminas Silver Inc." and consolidated its share capital on the basis of one (1) post-consolidation common share of Titiminas (each, a "Titiminas Share") for every 10.7916 common shares of 131 existing immediately before the consolidation (the "Consolidation"), with the result that 428,571 Titiminas Shares were outstanding following the Consolidation and prior to the Transaction.

Pursuant to the terms of the Transaction, all outstanding securities of the Target were exchanged for post-Consolidation securities of Titiminas on a one (1) for one (1) basis. In connection with the Transaction, Titiminas issued an aggregate of 35,155,067 Titiminas Shares to former shareholders of the Target. For more information on the Transaction, refer to the Filing Statement of Titiminas dated March 31, 2026, available under Titiminas' SEDAR+ profile at www.sedarplus.ca.

It is anticipated that the Titiminas Shares will be listed on the TSXV under the ticker symbol "TITI" on or around April 9, 2026 following the issuance of the TSXV's final listing bulletin. Initially trading will be halted to facilitate the completion of the Non-Brokered Financing (as defined below) with trading commencing thereafter, which is expected to be on around April 13, 2026.

Subscription Receipt Financing

As previously announced, the Target completed a brokered subscription receipt financing for gross proceeds of $16,617,125 (the "Brokered Financing"). The Brokered Financing 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").

As per the terms of the Brokered Financing, upon the completion of the Transaction, each subscription receipt converted, on a post-Consolidation basis, into one (1) Titiminas Share for an aggregate total of 9,495,500 Titiminas Shares. Proceeds from the Brokered Financing have been released from escrow.

In connection with the Brokered Financing, the Agent received aggregate cash commissions $786,240, representing 6.0% of the gross proceeds of the Brokered Financing, other than in respect of certain purchasers on a president's list for which the Agents received a cash commission of 3.0%. An additional aggregate cash fee of $351,312.50 was paid to Tamesis Partners LLP in respect of certain president's list subscribers as a commission and an advisory fee for its services to the Target.

Non-Brokered Financing

Following completion of the Transaction and upon the listing of the Titiminas Shares on the TSXV, Titiminas will complete a further non-brokered private placement of 1,800,000 Titiminas Shares at a price of $1.75 per share to raise aggregate gross proceeds of $3.15 million (the "Non-Brokered Financing"). A cash finder's fee of 6% of the proceeds raised from the Non-Brokered Financing is payable to the Agents.

Escrow and Seed Shares

In connection with the Transaction, certain principals of Titiminas have entered into a Tier 2 Escrow Agreement (the "Escrow Agreement") with Olympia Trust Company, as escrow agent, in respect of 2,744,957 Titiminas Shares 1,783,281 warrants of Titiminas ("Titiminas Warrants") and 2,718,572 restricted share units of Titiminas ("Titiminas RSUs"). Under the terms of the Escrow Agreement, 10% of such escrowed securities will be released upon the date of the Exchange Bulletin, with the balance to be released in six equal tranches of 15% every six months thereafter.

In addition, certain non-principal shareholders of Titiminas are subject to seed share resale restrictions ("SSRR"). SSRRs are TSXV hold periods of various lengths which apply where seed shares are issued to non-principals by private companies. The terms of the SSRRs are based on the length of time such shares of the Target have been held and the price at which such shares were originally issued. There are 11 non-principal shareholders of Titiminas who will hold an aggregate of 4,178,959 Titiminas Shares that will be subject to SSRRs of various lengths in connection with the Transaction.

Information for Shareholders

Titiminas' transfer agent, Olympia Trust Company., will be mailing Direct Registration System ("DRS Advice") to all Titiminas shareholders (other than for those that are required to be in certificated form and other than former holders of subscription receipts who are holding Titiminas Shares via the non-certificated inventory system of CDS Clearing and Depository Services Inc. ) setting out each holder's shareholdings. Shareholders wishing to receive a physical share certificate should contact Olympia Trust Company for information on how to obtain physical shares certificates in place of a DRS Advice. The ISIN number for common shares of Titiminas is CA88834X1042.

Early Warning Report Disclosure

Luis Goyzueta, the Chief Executive Officer and a director of Titiminas, in joint tenancy with his wife, Lenka Solcova, has acquired an additional 2,283,537 Titiminas Shares, 1,783,281 Titiminas Warrants and, Mr. Goyzueta has acquired 2,268,572 Titiminas RSUs pursuant to the Transaction. Mr. Goyzueta, together with his wife now holds an aggregate of 2,283,537 Titiminas Shares, 1,783,281 Titiminas Warrants and holds directly 2,268,572 Titiminas RSUs. In the aggregate, Mr. Goyzueta directly or indirectly controls approximately 15.98% of the outstanding Titiminas Shares on a partially diluted basis assuming the exercise of all convertible securities of Titiminas held by him.

The securities of Titiminas were acquired by Mr. Goyzueta and Ms. Solcova (the "Acquirors") for investment purposes. The Acquirors will evaluate their investment in Titiminas from time to time and may, depending on various factors including, without limitation,  Titiminas' financial position, the price levels of the Titiminas Shares, conditions in the securities markets and general economic and industry conditions, Titiminas' business or financial condition, and other factors and conditions deemed appropriate by the Acquirors, increase, decrease or change their respective beneficial ownership over the Titiminas Shares or other securities of Titiminas in the future, but have no current plans to do so.

Pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and applicable Canadian securities legislation, an early warning reports will be filed by Mr. Goyzueta and Ms. Solcova. A copy of the early warning report will be available under Titiminas' SEDAR+ profile at www.sedarplus.ca and available on request from Luis Goyzueta c/o Titiminas Silver Inc., 830-999 West Broadway, Vancouver, British Columbia, V5Z 1K5, telephone: [phone].

ABOUT TITIMINAS SILVER INC.

Titiminas is a mining exploration company with its head office in Vancouver, British Columbia. 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. (the "Project"). The Project was a previously producing mine and permitted for small scale mining activities. Titiminas intends to redrill and expand a historical resource estimate and fast track the Project towards development and production.

Cautionary Statements Regarding Forward-Looking Information

This news release may contain certain forward-looking information and statements ("forward looking statements") including, for example, statements relating to the receipt of the Exchange Bulletin, the release of Titiminas Shares pursuant to the Escrow Agreement and other related information. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. Although Titiminas believes that the expectations reflected in forward-looking statements in this press release are reasonable, such forward-looking statements have been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Titiminas' control, including the risk factors discussed in the Filing Statement of Titiminas dated March 31, 2026, which is incorporated herein by reference and available under Titiminas' SEDAR+ profile at www.sedarplus.ca. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. Titiminas disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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.

SOURCE Titiminas Silver Inc

For further information please contact: Titiminas Silver Inc., Luis Goyzueta, Chief Executive Officer and Director, Phone: [phone], Email: [email protected]