Metalero Announces Closing of Debt Settlements
Metalero Mining Corp.
10545 - 45 Avenue NW
250 Southridge, Suite 300
Edmonton, AB CANADA T6H 4M9
M e t a l e r om e t a l s . c
om
METALERO ANNOUNCES CLOSING OF DEBT SETTLEMENTS
Edmonton, AB – December 27, 2024 – Metalero Mining Corp . (the “ Company” or “ Metalero”)
(TSXV: MLO; OTCPK: CRTTF) Further to the Company’s press release dated October 18, 2024, the
Company announces that it has closed the previously announced debt settlements (the “Debt Settlements”)
to settle $710,961.32 of indebtedness, comprised of $264,453.94 to insiders and $446,507.38 to arms-length
parties, for accrued management, marketing, lands administration and geological consulting fees, to be paid
by the issuance and delivery of a total of 4,739,739 common shares of the Company in the aggregate, at a
deemed value of $0.15 per share. The terms of the Debt Settlements were accepted for filing by the TSX
Venture Exchange.
By a debt settlement agreement dated July 31, 2023, the Company had also agreed to terminate a consulting
agreement with Tectonex LLC (“Tectonex”) and its principal for services as the Company’s landman in
Nevada effective December 31, 2022, as well as settle US$330,000 in outstanding debt owed to Tectonex,
on the following terms: (i) US$165,000 by way of a promissory note payable in monthly instalments (which
have been paid); (ii) CDN$50,000 by the issuance of 333,333 common shares of the Company at a deemed
value of $0.15 per share (which are included in the total figure above for the Debt Settlements); (iii) a credit
from Tectonex of US$39,841 for payment of certain operating expenses incurred by the Company on behalf
of Tectonex; and (iv) the transfer of a 49% equity interest in the Goldrun, Roberts Creek, and Cobre
properties (the “Settled Properties”), located in Nevada. Tectonex is and will be responsible for its 49%
share of the annual maintenance fees on the Settled Properties.
All shares issued pursuant to the Debt Settlements are subject to resale restrictions until April 27, 2025.
The Debt Settlements were also approved by the independent directors of the Company.
The portion of the Debt Settlements with the insider creditors of the Company (being a total of $264,453.94)
constituted related party transaction s for the purposes of Multilateral Instrument 61 -101 Protection of
Minority Security Holders in Special Transactions (“MI 61 -101”), but the Company rel ied on the
exemption from the formal valuation requirement in MI 61 -101 provided under section 5.5(b) of MI 61 -
101 on the basis that the Company’s shares are not listed on any of the specified markets listed in MI 61 -
101. The Debt Settlements with insiders were also exempt from the majority of the minority approval
requirement in MI 61-101 under section 5.7(1)(b) of MI 61 -101 on the basis that the fair market value of
the insiders ’ Debt Settlements is less than $2.5 million , and the Debt Settlements with insiders were
unanimously approved by the independent directors of the Company.
About Metalero Mining Corp.
Metalero Mining Corp. is a Canadian -based junior exploration company with offices in Vancouver and
Edmonton. Metalero is nearing completion of a restructuring which has included a management change and
new project focus, making its drill-ready gold assets in Nevada available for sale or option.
On behalf of the Board of Directors
“Rob L’Heureux”
Rob L’Heureux, Chief Executive Officer and President
Email: [email protected]
Telephone: +1.780.437.6624
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o r t u s m e t . c o m
www.metalsgroup.com
Metalero is part of the Metals Group of Companies, managed by exploration
professionals who stand for technical excellence, robust project selection and
strong corporate governance, with a proven ability to identify and capitalize
on investment opportunities and deliver shareholder returns.
This news release may contain certain “forward looking statements”. Forward -looking statements involve known and unknown
risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements expressed or implied by the forward -looking
statements. Any forward -looking statement speaks only as of the date of this news release and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a
result of new information, future events or results or otherwise.
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.