Indico Resources Provides Update on Shares for Debt Settlement

Vancouver, September 27, 2024 - Indico Resources Ltd. (TSXV: IDI.H) (the "Company") announces that, pursuant to its news releases dated January 10, 2024 and January 24, 2024, it has amended the size of its ongoing shares for debt transaction (the "Debt Settlement"). The Company had previously finalized and executed debt settlement agreements (the "Settlement Agreements") with certain creditors (the "Creditors") to settle an aggregate of $3,292,807 in debt (the "Prior Debt") accrued through a combination of services provided by the Creditors to the Company and outstanding loans. The Debt Settlement has now been amended to settle an aggregate of $1,145,972.37 in debt owed to the Creditors (the "New Debt").

In settlement and full satisfaction of the New Debt, the Company has agreed to issue to the Creditors an aggregate of 7,639,815 common shares in the capital of the Company (the "Debt Shares) at a deemed issue price of $0.15 per Debt Share (the "Debt Settlement"), instead of the previously planned issuance of 21,952,048 Debt Shares in settlement of the Prior Debt. The issuance of the Debt Shares and the closing of the Debt Settlement is subject to receipt of TSX Venture Exchange ("TSXV") approval, including clearance by the TSXV of a personal information form to be filed in connection with the Debt Settlement.

Certain insiders of the Company will be participating in the Debt Settlement and are related parties of the Company pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Related party involvement in the Debt Settlement constitutes a "related party transaction". As the Company is listed on the NEX Board of the TSX Venture Exchange (the "Exchange"), the Debt Settlement is exempt from the formal valuation requirements of MI 61-101 by virtue of Section 5.5(b) - Issuer not Listed on Specified Markets. The Debt Settlement is subject to minority shareholder approval requirements of MI 61-101, which was successfully obtained at the Company's annual general meeting of shareholders held on October 13, 2023 (the "Meeting"). Brian Kerzner, the chief executive officer of the Company, will no longer be participating in the Debt Settlement. Further information on the Company's insiders who are participating in the Debt Settlement can be found in the Company's information circulated prepared for the Meeting and dated September 5, 2023, as can be found on SEDAR+.

All Debt Shares issued in connection with the Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance of the Debt Shares in accordance with applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold within the United States or to or for the benefit or account of U.S. persons, absent such registration or an applicable exemption from such registration requirements.

About Indico Resources Ltd.

Indico is a mineral resource exploration company focused on the discovery and exploration of porphyry copper gold deposits.

On behalf of Indico Resources Ltd.,

"Neither 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."

Forward-looking Statements: Certain statements in this press release are "forward-looking statements" which reflect the Company's current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. In some cases, these forward-looking statements can be identified by words or phrases such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "estimates", "predicts" or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including without limitation, those risks and uncertainties discussed elsewhere in the Company's filings on SEDAR+. Forward-looking statements may include but are not limited to, final approval by the TSXV of the Debt Settlement. Investors should not place undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date hereof and is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/224936