Auxico Resources Canada Inc. (CSE: AUAG) would like to inform its shareholders and debenture holders that a current debenture holder, Caroline Freymond, has informed us that she recently acquired convertible participating debentures from another debenture holder who is a family member of hers so that she now owns $2,000,000 principal amount of Debentures. These Debentures were issued on October 24, 2020 and convert into units at a price of $0.20 per Unit. Each Unit is comprised of one common share and one warrant. Each Warrant is exercisable into one Common Share at a price of $0.25 per Common Share for a period of three years from issuance. The $2,000,000 principal amount of Debentures also carry a 10% profit interest in the operations of the Company. The term of these Debentures is three years (expiring on October 24, 2023).

This $2,000,000 principal amount of Debentures would convert into 10,000,000 Common Shares and 10,000,000 Warrants. Auxico currently has 71,162,295 Common Shares issued and outstanding. On a partially diluted basis, Ms. Freymond would have 21.94% of the Common Shares of the Company, and this material transaction could be perceived as resulting in a significant control of Auxico.

Auxico has agreed with Ms. Freymond the following:

• This acquisition of Debentures on her part does not constitute a change in control of Auxico on the part of Ms. Freymond. She does not intend to seek board representation or other management changes. Ms. Freymond has acquired these Debentures strictly for investment purposes. The acquisition of these Debentures from another family member was done for family financial planning purposes only.
• Ms. Freymond has agreed that she will not convert Debentures into Units and/or exercise Warrants into Common Shares if that would put her into a position where she would own 20% or more of the Common Shares of the Company.

Ms. Freymond has been an Auxico debenture holder since October 24, 2020.

Auxico is issuing this news release in compliance with Canadian securities regulations.

Issuance of Finder’s Warrants

Auxico recently issued 1,000,000 warrants to finders in connection with the Company’s joint venture on the Massangana tin tailings project in Brazil (please see Auxico’s news release dated June 7, 2022). These warrants have a strike price of $0.90 and expire on June 21, 2025 and are subject to a four-month hold as per Canadian securities regulations.

About Auxico Resources Canada Inc.

Auxico Resources Canada Inc. is a Canadian company that was founded in 2014 and based in Montreal. Auxico is engaged in the acquisition, exploration and development of mineral properties in Colombia, Brazil, Mexico, Bolivia and the Democratic Republic of the Congo.