Horwood Exploration Corp. and Avventura Resources Inc. Enter into Share Exchange Agreement and Debt Settlement

VANCOUVER, BC / ACCESSWIRE / October 11, 2024 / Horwood Exploration Corp. ("Horwood" or the "Company") and Avventura Resources Inc. ("Avventura") are pleased to announce that Horwood, Avventura and the shareholders of Avventura (the "Avventura Shareholders") have entered into a share exchange agreement dated October 1, 2024 (the "Share Exchange Agreement") whereby Horwood will acquire all of the outstanding shares of Avventura from the Avventura Shareholders in exchange for common shares of Horwood (the "Transaction"). Avventura is a private British Columbia corporation that is engaged in the business of mineral exploration and development, including the Kabik Lake Project located in the Patricia Mining Division of Ontario.

Commercial Terms

Pursuant to the Share Exchange Agreement, each Avventura Shareholder will receive, in exchange for each Avventura share it holds, one (1) common share in the capital of Horwood at a deemed issuance price of $0.05 per share, resulting in the issuance of 13,575,001 Horwood common shares at the closing of the Transaction (the "Closing"). At Closing, approximately 26,086,369 Horwood common shares (the "Resulting Issuer Shares") will be issued and outstanding (on a non-diluted basis), and existing Horwood shareholders will hold approximately 48% of the Resulting Issuer Shares, with the Avventura Shareholders holding the remaining 52% interest. Upon completion of the Transaction, it is anticipated that Horwood (after the completion of the Transaction, the "Resulting Issuer") will have changed its name to "Avventura Resources Ltd.", or such other name as is acceptable to Corporations Canada and the parties.

All outstanding warrants of Avventura not exercised by the holders thereof prior to the Closing will thereafter be exchanged for common share purchase warrants of the Resulting Issuer (the "Resulting Issuer Warrants") on the basis of one half of one (1/2) Resulting Issuer Warrant for each Avventura warrant. Each whole Resulting Issuer Warrant will be exercisable for one (1) Resulting Issuer Share at an exercise price of $0.10 per Resulting Issuer Share for a period of 36 months from the listing of the Resulting Issuer Shares on a stock exchange. Prior to Closing, Horwood expects to cancel 6,675,000 of its outstanding common share purchase warrants and re-price 13,350,000 of its outstanding common shares, such that it will have no more than 12,511,368 common shares and 2,000,000 common share purchase warrants outstanding at the time of Closing.

The completion of the Transaction is subject to a number of conditions as are standard for a transaction of this nature, including but not limited to: (i) the receipt of all necessary regulatory approvals, authorizations and consents; (ii) receipt of all necessary corporate and shareholder approvals by the parties; (iii) completion of customary due diligence; and (iv) there being no material adverse change in the business or operations of any of the parties from the execution of the Letter Agreement by the parties until the closing of the Transaction. There can be no assurance that the Transaction will be completed on the terms proposed above or at all.

Management and Board of Directors of Resulting Issuer

Upon the completion of the Transaction, it is anticipated that Eric Allard will remain on the board of directors of the Resulting Issuer and the management and board of directors of the Resulting Issuer will consist of the following individuals:

Anthony Balic - President and Chief Executive Officer

Anthony Balic is a Chartered Professional Accountant (CPA) and is a Principal of Katuni Capital Corp., a private company providing corporate finance, accounting and capital advisory services to private and public companies. Mr. Balic serves as a director and/or officer to a number of junior public companies in the natural resource sector and was previously a senior manager at Deloitte LLP, where he specialized in assurance and advisory services for publicly listed mining companies based both in Canada and the United States.

Mark Lotz - Director, Chief Financial Officer and Corporate Secretary

Mark Lotz holds a Bachelor's degree in Business Administration with a joint major in Economics. He is a Chartered Professional Accountant with 26 years of post-qualification experience and has extensive experience in the capital markets across a broad cross-section of industries including SaaS (software as a service), manufacturing, mining, technology, and financial services. Mr. Lotz has held CFO and other senior financial positions with several well-known mining and exploration companies. He has also served as a senior executive officer in the securities brokerage industry. Prior to that, he served as a securities regulator, following his tenure at Coopers & Lybrand where he focused on the mining and tax sectors.

John Pallot - Director (Chairman)

John L. Pallot has over 32 years business experience in the telecommunications industry. Mr. Pallot has subsequently served as the Chief Executive Officer and President of Windarra Minerals Ltd. and West African Iron Ore Corp. (formerly, Westward Explorations Ltd.) from 2002 to 2013 and has served as a Director of various public companies focused on the resource sector continuously since 1993.

John Hiner - Director

John Hiner is a licensed geologist in the State of Washington and SME registered member, with an exploration history of over 45 years with several major mining companies exploring for geothermal energy, precious metals and industrial minerals. He has served as a director and/or officer of mineral exploration and mining development companies, and works as an independent consulting geologist for mining companies.

Eric Allard - Director

Eric Allard is a geological engineer with 20 years' experience in project and operations management for exploration mining, oil & gas and construction engineering. Mr. Allard has held various positions as VP operations in junior mining companies in Canada and Africa and has been has participated in all levels of company management from sales and business management to technical project management. Mr. Allard holds a Bachelor of Geological/Geophysical engineering from Laval University. Mr. Allard is the CEO of Tantalex Lithium Resources Corporation (CSE: TTX). He is a member in good standing of the Ordre des Ingénieurs du Québec and the Association of Professional Engineers & Geoscientists of Alberta.

Debt Settlement

The Company has entered into a debt settlement agreement with Lebeuf Legal Inc. ("Lebeuf Legal") on September 27, 2024 to settle $82,136.85 of payables owed to Lebeuf Legal for legal services rendered by Lebeuf Legal. The Company issued 821,368 common shares of Horwood at a deemed price of $0.10 per common share. The Company has decided to settle the debt with shares in order to preserve its cash for other obligations, including this Transaction. All shares issued are subject to a four month hold period which will expire on January 28, 2025.

About Horwood Exploration Corp.

Horwood is a Canadian company. The Company is engaged in the acquisition and exploration of mineral properties. The Company currently has an option to acquire a one hundred percent (100%) undivided interest in the Horwood Property. The Horwood Property is comprised of two hundred and ninety-six (296) mining claim cells, arranged into forty-five (45) Multicell Claims which form two non-contiguous blocks, covering a total area of 68.36 km2 after accommodating for overlaps with private patented claims located in Horwood and Silk Townships in the Sudbury District of Ontario, approximately 90 kilometers southwest of Timmins in a straight line.

On Behalf of the Board of Directors of
HORWOOOD EXPLORATION CORP.

Eric Allard, Interim CEO and Director
Email: ea@semmgeo.com
Tel: 1-581-996-3007

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the completion of the Transaction, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "may", "will", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it will obtain all the required corporate approvals for the Transaction, that market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of the Company's projects in a timely manner, the availability of financing on suitable terms for the development, construction and continued operation of the Company's projects, and the Company's ability to comply with environmental, health and safety laws.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development and mine development activities at the Company's projects, estimation or realization of mineral reserves and mineral resources, requirements for additional capital, future prices of precious metals and copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays or the inability of the Company to obtain any necessary permits, consents or authorizations required, financing or other planned activities, changes in laws, regulations and policies affecting mining operations, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, environmental issues and liabilities, risks relating to epidemics or pandemics, including the impact on the Company's business, risks related to joint venture operations, and risks related to the integration of acquisitions, as well as those factors discussed under the heading "Risk Factors" in the Company's latest Management Discussion and Analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward looking statements. Except as otherwise required by law, the Company undertakes no obligation to update any of the forward-looking information in this news release or incorporated by reference herein.

SOURCE: Horwood Exploration Corp.