Pedro Resources Ltd. Announces Debt Settlement

Pedro Resources Ltd. Announces Debt Settlement

Pedro Resources Ltd. (CSE: VBN) ("Pedro" or the "Company") announces that it has agreed to settle an aggregate of $37,810 of indebtedness owed to a non-arm's length creditor of the Company through the issuance of 756,200 common shares ("Common Shares") of the Company at a price of $0.05 per Common Share (the "Debt Settlement").

All Common 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 in accordance with applicable securities legislation.

The Debt Settlement constituted a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as an insider of the Company acquired 756,200 Common Shares. The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(e) of MI 61-101, as the Company is not listed on a specified market and the Company is in financial hardship. A material change report will be filed less than 21 days before the closing date of the Debt Settlement and Offering. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities.

About Pedro Resources Ltd.

Pedro Resources Ltd. is a Canadian exploration company focused on mineral exploration and development, in particular the exploration of its Voisey's Bay West Property, which comprises 721 claims (18,025 hectares), 4.5 km south of Vale's Voisey's Bay Mine in the province of Newfoundland and Labrador, Canada.

For further information, please contact:

Brian Stecyk
Chief Executive Officer
Tel: 780-953-0111

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating, the filing of the Company's financial statements. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/143992

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Pedro Resources Announces Changes to Board and Directors and Management

Pedro Resources Announces Changes to Board and Directors and Management

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Mr. Stuart Adair, CPA, CA, is a seasoned finance executive who has been investing in the junior mining sector for over 25 years. Mr. Adair is currently a director of MacDonald Mines Exploration Ltd. (TSXV: BMK) and Chair of its Audit Committee, as well as its Interim CEO. Stuart is also CFO of Accord Financial Corp. (TSX: ACD), a TSX-listed commercial finance company, a position he has held since 2002. At Accord Financial Stuart is involved in capital and risk management, strategic planning, acquisitions, corporate taxes, as well as financial management and reporting. Stuart holds a B.A. from Sheffield University, U.K., and an M.A. in Economics from Queens University, Canada.

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The stream sediment samples were processed in August 2021 and analysed with automated Scanning Electron Microprobe (SEM) techniques by Dr. Derek Wilton, PGeo. The analyses indicated the variable presence of sulphide minerals (pyrrhotite, chalcopyrite and pentlandite) as inclusions in sediment grains from some stream samples. These are the same minerals that constitute the ore mineral assemblage at Voisey's Bay Mine (VBM), owned and operated by Vale, and their presence in the survey samples suggests a possibility for VBM-style mineralization in bedrock upstream from the sediment sample collection sites. Two clusters of samples with these sulphide inclusions were identified on high plateau regions of the property. The restricted nature of the high plateau streams suggests a more a local source for the sediment.

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Vertex Minerals Limited  A$11m Capital Raising to Accelerate Mining at Hill End

Vertex Minerals Limited A$11m Capital Raising to Accelerate Mining at Hill End

Perth, Australia (ABN Newswire) - Vertex Minerals Limited (ASX:VTX) (OTCMKTS:VTXXF) is pleased to announce that it has received firm commitments to raise approximately A$11 million (before costs) via a conditional share placement and a convertible loan which will convert into equity in Vertex, subject to shareholder approval to be sought at an EGM scheduled for mid-June ("Capital Raising" or "the Offer"). The Company will also conduct a Share Purchase Plan ("SPP") on the same terms as the conditional share placement to raise up to a further A$1m.

HIGHLIGHTS

- Firm commitments received to raise approx. A$11 million via a capital raising

- Strong demand from existing shareholders (including a c. $4m cornerstone order) and new investors

- Capital raising allows the Company to accelerate underground development work and to commence underground mining by July 2025

Overview

Vertex Minerals Limited is developing its advanced Hill End gold project located in the highly prospective Eastern Lachlan Fold Belt of Central West NSW. The Capital Raising will provide funds for the Company to complete underground development work and to commence underground mining by July 2025, as Vertex emerges as Australia's next high-grade and highmargin gold producer. With an existing mineral resource estimate of 419,000t @ 16.7g/t Au for 225,200oz Au, The PFS completed in February 2024 contemplates production up to 30koz at below A$2,000/oz (AISC), with the potential for very attractive margins at a time of a strong gold price.

Capital Raising details

Vertex Minerals conducted a capital raising of approximately A$11 million (before costs), comprising of a:

- Conditional placement to raise A$7.5 million via the issue of 35.7 million fully paid ordinary shares ("New Shares"), subject to shareholder approval at an upcoming shareholders meeting ("EGM") expected in mid-June 2025 ("Placement");

- Share Purchase Plan to raise up to a maximum of A$1 million on the same terms as the Placement ("SPP") The Record Date for the SPP is Friday 9 May and further details regarding the SPP will be provided shortly; and

- Convertible Loan issuance raising to raise A$3.5 million ("Convertible Loans"). The Convertible Loans (including interest accrued prior to maturity of the Convertible Loans) will be converted into shares at the same price as the Offer Price, five business days after obtaining shareholder approval at the EGM in mid-June. The Convertible Loans will have an interest rate of 10% p.a. with interest to be calculated and accrued monthly, on a compounding basis ("Interest Rate"). Settlement of the A$3.5 million of Convertible Loans in mid-May will provide the Company with near-term liquidity as Vertex completes the small amount of capital works required for commencement of high-margin underground mining at the Hill End mine.

- Participants in the Placement, Convertible Loan and SPP will be issued with 1 free listed attaching option per 3 New Shares subscribed ("Options"). The Options will be on the same terms as the existing listed VTXOA options (25c strike / 17 July 2026 expiry).

- The pricing of the New Shares represents discounts of

o 12.5% to last close of $0.240
o 13.4% to 5-day VWAP of $0.243
o 11.1% to 15-day VWAP of $0.236

Blue Ocean Equities Pty Ltd and CPS Capital Group Pty Ltd acted as Joint Lead Managers.

Vertex's Executive Chairman, Roger Jackson commented: "The past few months has seen a tremendous transformation of our Hill End site with the successful installation and commissioning of both our Tomra ore sorter and gravity gold plant.

With the processing circuit already operating on historic stockpiles, it's now only months before we commence underground mining. The team at Hill End is excited at the prospect of mining one of Australia's highest grade gold mines, with our resource at a very high 16.7g/t Au in situ. The Tomra ore sorter is very effectively at separating our quartz-hosted gold ore from other rocks.

It's a compact, but critically fully approved, site. And given our high-grade resource and the adoption of mechanised underground mining as well as the Tomra ore sorting technology, we are targeting production of gold for less than A$2,000/oz. Finally, we believe Hill End will have one of the best ESG footprints of an Australian gold mine on account of our minimal grind requirements, low water usage, gravity plant with no chemicals or cyanide and the resultant production of benign tails.

This capital raising provides our remaining capital expenditure (less than A$1 million) and working capital over May / June ahead of underground mining in July. With over $25 million spent by previous owners on underground development and the ore sorter and processing plant in place and operating successfully, we believe Vertex is on the cusp of a period of significant cash generation from our uniquely high-grade gold operation."

*To view the timetable, please visit:
https://abnnewswire.net/lnk/T1CL2GPD



About Vertex Minerals Limited:  

Vertex Minerals Limited (ASX:VTX) is an Australian based gold exploration company developing its advanced Hargraves and Hill End gold projects located in the highly prospective Eastern Lachlan Fold Belt of Central West NSW. Other Company assets include the Pride of Elvire gold project and Taylors Rock gold/nickel/lithium project both located in the Eastern Goldfields of WA. The focus of Vertex Minerals is to advance the commercial production of gold from its NSW projects embracing an ethical and environmentally sustainable approach.



Source:
Vertex Minerals Limited

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