Portofino Amends Amount of Debt to Be Issued for Shares

Rhea-AI Summary

Portofino Resources (TSXV: POR) (OTC Pink: PFFOF) has revised its debt settlement agreement. The company will now settle up to $105,000 in outstanding debt by issuing 10.5 million common share Units at $0.01 per Unit, a reduction from the previously announced $205,000 debt settlement for 20.5 million Units.

Each Unit consists of one share and a half warrant, with each full warrant being convertible into one share at $0.05 per share for two years from closing. The debt settlement involves various arms-length creditors and requires TSX Venture Exchange approval.

Positive

• Debt reduction of $105,000 through equity conversion
• No immediate cash outflow required for debt settlement

Negative

• Significant shareholder dilution through issuance of 10.5 million new shares
• Additional potential dilution from warrant exercise
• 50% lower debt settlement amount compared to previous announcement

Vancouver, British Columbia--(Newsfile Corp. - February 3, 2025) - Portofino Resources Inc. (TSXV: POR) (OTC Pink: PFFOF) (FSE: POTA) ("Portofino" or the "Company") reports that it executed agreements with various (arms-length) creditors to settle up to $105,000 in outstanding debt by issuing 10,500,000 common share Units valued at $0.01 per Unit. (The Company had previously announced a proposal to settle $205,000 in debt for 20,500,000 Units.)

Each Unit comprises 1 share and a ½ warrant; each full warrant will be convertible into 1 share at $.05/share for 2 years from closing. The share for debt transactions are subject to TSX Venture Exchange approval.

About Portofino Resources Inc.

Portofino is a Vancouver, Canada-based company focused on exploring and developing mineral resource projects in the Americas. Portofino holds a 100% interest in the (drill ready) Yergo Lithium Project in Catamarca and additionally has the option to earn an interest in the Arizaro Lithium Project located in Salta, Argentina. The projects are situated in the heart of the world-renowned Argentine Lithium Triangle and in close proximity to multiple world-class lithium projects.

The Company also holds a 100% interest in several exploration projects located within northwestern Ontario, Canada, including the drill-ready, South of Otter, Red Lake gold project, the Gold Creek, Thunder Bay project which has been optioned to Delta Resources Limited., and the Allison Lake North project.

ON BEHALF OF THE BOARD

"David G. Tafel"
Chief Executive Officer
For Further Information Contact:
David Tafel CEO, Director
604-683-1991

Neither the 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.

This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding the Company's future business plans. Forward-looking information in this news release is based on certain assumptions and expected future events, namely the growth and development of the Company's business as currently anticipated. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/239509

FAQ

How much debt is Portofino Resources (PFFOF) settling in its latest agreement?

Portofino Resources is settling $105,000 in outstanding debt, reduced from the previously announced $205,000.

What are the terms of Portofino's (PFFOF) debt settlement units in February 2025?

Each Unit is valued at $0.01 and consists of 1 share and a ½ warrant, with each full warrant convertible into 1 share at $0.05 for 2 years from closing.

How many shares will be issued in Portofino's (PFFOF) February 2025 debt settlement?

Portofino will issue 10.5 million common share Units, reduced from the previously announced 20.5 million Units.

What is the conversion price for warrants in Portofino's (PFFOF) debt settlement?

The warrants can be converted into shares at $0.05 per share for a period of 2 years from closing.