Indico Announces Results of Special Meeting and Closing of Second Tranche of Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BRITISH COLUMBIA -- (Marketwired - July 25, 2013) - Indico Resources Ltd. ("Indico" or the "Company") (TSX VENTURE:IDI) announces that further to its news releases of May 22 and June 26, 2013, the Company held a special meeting of its shareholders on July 15, 2013 (the "Meeting"). At the Meeting, an ordinary resolution of disinterested shareholders was passed approving the potential creation of a new control person arising from the issuance (the "Private Placement") of convertible debentures (the "Convertible Debentures") to Stonehouse Construction Private Limited ("Stonehouse").

Pursuant to the terms of the Private Placement, Convertible Debentures in the aggregate principal amount of $1,500,000 are to be issued to Stonehouse. The Convertible Debentures bear interest at an initial rate of 8% per annum and are convertible in whole or in part into an unit (the "Unit") at a price of $0.11 per Unit. Each Unit will be comprised of one common share in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Share at an exercise price of $0.16 per Share for a period of two years from the closing of the Private Placement, subject to Indico's right to accelerate the exercise of the Warrants (the "Accelerated Expiry") in the event the closing price of the Shares on the TSX Venture Exchange (the "TSX-V") is equal to or exceeds $0.30 per Share for a period of 10 consecutive trading days between the expiry date of the four month hold period and the date of expiry of the Warrants.

On June 26, 2013, the Company announced that it had closed the first tranche of the Private Placement with respect to a Convertible Debenture in the principal amount of $574,769.03 which is convertible in whole or in part into a maximum of 5,225,173 Units at a price of $0.11 per Unit. The Company is pleased to announce that it has now also closed the second tranche of the Private Placement with respect to an additional Convertible Debenture in the principal amount of $925,230.97 which is convertible in whole or in part into a maximum of 8,411,190 Units at a price of $0.11 per Unit. Immediately following completion of the Private Placement, the Convertible Debentures issued to Stonehouse were converted into an aggregate of 13,636,363 Units at a price of $0.11 per Unit.

Subject to the approval of TSX-V, Stonehouse may at its' sole discretion elect to receive units of Indico (the "Interest Units") in payment of all or any part of the accrued interest payable at the end of the term. Each Interest Unit shall be comprised of one Share and one Warrant (the "Interest Warrant") entitling the holder to acquire an additional Share expiring July 24, 2015, subject to the Accelerated Expiry. The conversion price on the Interest Units and the exercise price of the Interest Warrants shall be the lowest price allowable under the policies of the TSX-V at the time TSX-V approval is obtained for such interest conversion.

Following completion of the Private Placement, and subsequent conversion of the Convertible Debentures, Stonehouse now has direct ownership and control over 13,636,363 common shares of the Company representing 19.29% of the issued and outstanding common shares. If Stonehouse were to exercise all of the Warrants, it would then own 27,272,726 common shares of the Company representing 32.34% of the then issued and outstanding common shares of the Company.

Stonehouse acquired the Convertible Debentures and the underlying Units for investment purposes. Stonehouse may, subject to the approval of the TSX-V, elect to convert the all or a portion of outstanding interest payable on the Debentures into Interest Units. Otherwise, Stonehouse has no present intention to acquire further securities of the Company, although Stonehouse may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.

All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The net proceeds from the Private Placement are intended to be used to further exploration of the Company's Ocaña porphyry copper-gold project in Peru and for general working capital purposes.


About Indico Resources Ltd.

Indico Resources Ltd. is a resource exploration company focused in the discovery and exploration of porphyry copper-gold deposits in South America. The Ocaña Porphyry Project is the Company's primary exploration project and is currently the main focus of exploration activities. Recently, the Company entered into a Memorandum of Understanding to acquire 51% initially and up to 100% eventually by fulfilling the conditions set out in the press release dated 22 October, 2012 of the Maria Reyna Cu-Mo porphyry-skarn project in the Andahuaylas-Yauri Belt, Cusco Region. This belt hosts several significant deposits, including the Las Bambas porphyry-skarn cluster (1.7 billion tonnes of 0.60% Cu), Haquira (690 million tonnes at 0.59% Cu), and the neighbouring Constancia porphyry deposit (reserves of 450 million tonnes at 0.36% Cu). For more information, please visit our website at www.indicoresources.com; follow us on Twitter: @indicoresources and Facebook: Indico Resources Ltd.

The technical information provided in this news release was reviewed and approved by Robert W. Baxter (FAusIMM), a director of the Company and a qualified person for the purposes of National Instrument 43-101.


On behalf of Indico Resources Ltd.,

Robert Baxter
President and Chief Executive Officer




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.


Cautionary Statement Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" within the meaning of the British Columbia Securities Act and the Alberta Securities Act. Generally, the words "expect", "intend", "estimate", "will" and similar expressions identify forward-looking information. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in any of our forward looking information. Statements in this press release regarding Indico's business or proposed business, which are not historical facts, are forward-looking information that involve risks and uncertainties, such as estimates and statements that describe Indico's future plans, objectives or goals, including words to the effect that Indico or management expects a stated condition or result to occur. Since forward-looking statements address events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties. The foregoing commentary is based on the beliefs, expectations and opinions of management on the date the statements are made. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.



Contact

Indico Resources Ltd.
Bob Baxter, President & CEO
+1(604) 638-5817
+1(604) 408-7499 (FAX)
bbaxter@indicoresources.com
www.indicoresources.com