Mr. Brian Kerzner reports

INDICO RESOURCES PROVIDES UPDATE ON SHARES FOR DEBT SETTLEMENT

Pursuant to its news releases dated Jan. 10, 2024, and Jan. 24, 2024, Indico Resources Ltd. has amended the size of its continuing shares for debt transaction. The company had previously 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. The debt settlement has now been amended to settle an aggregate of $1,145,972.37 in debt owed to the creditors.

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 at a deemed issue price of 15 cents per debt share, 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 approval, including clearance by the TSX-V 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. 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 successfully obtained at the company's annual general meeting of shareholders held on Oct. 13, 2023. 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 Sept. 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.

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.