Indico Resources Ltd.: Closing of First Tranche of Private Placement of Convertible Debenture and Appointment of New Directors

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

Indico Resources Ltd. ("Indico" or the "Company") (TSX VENTURE:IDI) announces
that further to its news release of May 22, 2013, the Company has closed the
first tranche of a non-brokered private placement (the "Private Placement") of
convertible debenture (the "Convertible Debenture") with Stonehouse Construction
Private Limited, a Singapore company ("Stonehouse"), in the principal amount of
$574,769.03. The Convertible Debenture is due to mature on the earlier of the
date upon which Stonehouse makes demand for payment in writing and June 24, 2014
and bears interest at an initial rate of 8% per annum. The Convertible Debenture
is convertible in whole or in part into a maximum of 5,225,173 units (each a
"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 24 months from the
date of the conversion of the Convertible Debenture, 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 October 25, 2013 and the expiry of the Warrant. In the event that
the Convertible Debenture from the first tranche is fully exercised and the
Warrants issuable upon exercise of the Convertible Debentures are exercised, up
to a total of 10,450,346 Shares would be issued.


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 for a period of 24 months from the date of
conversion of the Debentures 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.


The Company expects to close the second tranche (the "Second Tranche") of the
Private Placement for an additional Convertible Debenture with Stonehouse in the
principal amount of $925,230.97 at the end of July 2013.


The Company will hold an Extraordinary Meeting of its shareholders on July 15,
2013 to approve the potential change in control (the "Change of Control")
arising from the issuance of the Convertible Debentures in connection with the
Private Placement. In the event that the shareholders of the Company do not
resolve the conversion terms at the Extraordinary Meeting and under certain
other event of default, the interest rate of the Convertible Debentures will be
increased to 12% per annum.


Following completion of the Private Placement, Stonehouse now has direct
ownership and control over the Convertible Debenture having an aggregate
principal amount of CAD $574,769.03 representing 100% of the convertible
debentures of the Company currently issued and outstanding, and 0 Shares of the
Company. If Stonehouse were to convert the entire principal amount of the
Convertible Debenture, Stonehouse would have direct ownership and control over
5,225,173 Shares of the Company representing 8.39% of the then issued and
outstanding Shares of the Company and Warrants to purchase a further 5,225,173
Shares of the Company. If Stonehouse were to exercise all of the Warrants, it
would then own 10,450,346 Shares representing 15.48% of the then issued and
outstanding common shares of the Company.


Stonehouse acquired the Debenture for investment purposes. Subject to receipt of
all requisite approvals for the Change in Control, Stonehouse presently intends
to acquire the Second Tranche having an aggregate principal amount of CAD
$925,230.97. Other than the foregoing, 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 under the first tranche of the Private Placement are
subject to a statutory hold period expiring on October 25, 2013 in accordance
with applicable Canadian securities laws.


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


The Company has also appointed Tareq Damerji and Eric Wardle, as nominated by
Stonehouse, to the board of directors of Indico.


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 Ocana
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.


About Stonehouse Construction Private Limited

Stonehouse is an international EPCM company working in the minerals, oil and gas
and civil infrastructure sectors. Stonehouse is headquartered in Kuala Lumpur,
Malaysia with offices in Vancouver, Singapore, Accra and Astana. Current
operations include the development of the Lomonosovskoye Iron deposit in
Kazakhstan, an offshore gas pipeline construction project for Malaysia's
national oil and gas company Petronas and the development of a gold project in
Ghana. Stonehouse was formed by a team of experienced senior executives from the
construction and mining sectors who have worked in developed and emerging
markets for major companies such as The Leighton Group, Jacobs and Chevron. The
executives of Stonehouse have mine development and operations experience in such
locations as Peru, Vietnam, Indonesia, Papua New Guinea, Kazakhstan and several
countries in Africa.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Indico Resources Ltd.
Bob Baxter
President & CEO
+1(604) 638-5817
+1(604) 408-7499 (FAX)
bbaxter@indicoresources.com
www.indicoresources.com
Indico Resources (TSXV:IDI)
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