Palamina Corp. (TSXV: PA | OTCQB: PLMNF) has announced that shareholders overwhelmingly approved its planned spin-out of Colt Silver Corp. at a special meeting held September 24, 2026, with the Ontario Superior Court of Justice granting final approval the following day. The transaction is structured as a plan of arrangement under Ontario's Business Corporations Act and is scheduled to close on September 29, 2026. Palamina shareholders will receive Colt Silver shares as a distribution, while Palamina retains a 9.1% equity stake in the new entity — a detail investors in the gold-focused explorer may find significant.

Key Points

  • Palamina Corp. (TSXV: PA | OTCQB: PLMNF) received shareholder and court approval for the Colt Silver spin-out arrangement
  • Shareholders will receive 0.25 of one Colt Silver common share for every Palamina common share held at the close of business on the effective date
  • Colt Silver will have 50,355,422 shares issued and outstanding on closing; combined financing proceeds totalled $3,050,000
  • Investors should watch for Palamina's TSXV delisting on September 28 and relisting under new CUSIP 69607A109 on September 29, retaining the "PA" ticker

Shareholder Vote and Court Order Clear Path to Colt Silver Separation

At the annual and special meeting on September 24, 2026, Palamina shareholders voted in favour of the arrangement under two thresholds: at least two-thirds of all eligible votes cast, and a simple majority excluding shares held by certain related parties under Multilateral Instrument 61-101. The Ontario Superior Court of Justice (Commercial List) then granted final approval on September 25, 2026. Shareholders at the meeting also elected directors, appointed auditors, and approved equity incentive plans for both Palamina and Colt Silver, the release states.

Distribution Mechanics and Share Exchange for PA Holders

Under the arrangement, each Palamina common share will be exchanged on a one-for-one basis for a new Palamina common share after markets close on September 28, 2026. Simultaneously, eligible shareholders will receive 0.25 of one Colt Silver share per Palamina share held. Palamina will distribute 23,308,708 Colt Silver shares to shareholders and retain 4,577,766 Colt Silver shares, representing a 9.1% ongoing equity interest. Holders of Palamina warrants are also entitled to 0.25 of one Colt Silver share for every share acquired through due exercise of those warrants.

Colt Silver's Financing and Post-Closing Capital Structure

Colt Silver Corp. completed two non-brokered private placements on April 17, 2026: a $600,000 secured convertible debenture offering and a $2,450,000 subscription receipt offering through Colt Finco Corp., raising $3,050,000 in combined gross proceeds. Both instruments convert into Colt Silver shares on September 29, 2026, at prices of $0.10 and $0.15 per share, respectively. Following these conversions, Colt Silver will have 50,355,422 shares outstanding. Proceeds are earmarked for exploration drilling, community relations, and general working capital at Colt Silver's seven Peruvian silver-copper projects.

Palamina's Continued Gold Focus After Separation

After the spin-out, Palamina will continue as a TSX Venture Exchange-listed mineral exploration company focused on six gold projects in the Puno Orogenic Gold Belt of southeastern Peru, with its flagship Usicayos Gold Project as the primary advancement target. The company's ticker symbol will remain "PA," and new CUSIP and ISIN numbers — 69607A109 and CA69607A1093 respectively — will apply from September 29, 2026. Registered shareholders who have not yet completed their Letter of Transmittal are required to do so to receive both the new Palamina and Colt Silver shares.