Mr. Brian Kerzner reports

INDICO RESOURCES ANNOUNCES DETAILS OF SHARES FOR DEBT SETTLEMENT

Pursuant to the news release dated Jan. 10, 2024, Indico Resources Ltd. has finalized and executed debt settlement agreements with certain creditors to settle an aggregate of $3,292,807 in debt accrued through a combination of services provided by the creditors to the company and outstanding loans.

In settlement and full satisfaction of the debt, the company has agreed to issue to the creditors an aggregate of 21,952,048 common shares in the capital of the company at a deemed issue price of 15 cents per debt share. The issuance of the debt shares is subject to receipt of TSX Venture Exchange approval. Further details of the debt settlement are contained in the company's information circular dated Sept. 5, 2023, as can be found on SEDAR+.

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). 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 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 obtained at the company's annual general meeting of shareholders held on Oct. 13, 2023.

The debt settlement will additionally result in the creation of a control person, defined under the policies of the exchange as any person who holds or is one of a combination of persons who holds a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or who holds more than 20 per cent of the outstanding voting shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer. At the meeting, a resolution was passed by a simple majority of the votes cast by disinterested shareholders represented in person or by proxy at the meeting.

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.

Share option plan

Additionally, at the meeting, the company's shareholders approved and adopted a new form of 10-per-cent rolling share option plan, dated for reference Oct. 13, 2023. The new option plan was created to comply with the requirements of the new exchange policy governing security-based compensation, which became effective Nov. 24, 2021. Shareholders of the company approved the adoption of the new option plan at the meeting, and the new option plan has been approved by the exchange.

As the company is currently on the NEX board of the exchange, under the terms of the NEX provisions under the new option plan, in accordance with the NEX policy, so long as the company remains an NEX issuer, the company is not permitted to grant or issue any security-based compensation (as defined by the policies of the exchange), other than stock options.

A complete copy of the new option plan is available for viewing under the company's profile on SEDAR+.

About Indico Resources Ltd.

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

We seek Safe Harbor.