TRANSFORMA RESOURCES CORPORATION ANNOUNCES DEBT


Vancouver, British Columbia, June 27, 2022 (GLOBE NEWSWIRE) — Transforma Resources Corporation (TSXV: TFM) (the “Company” or ”Transforma“):

Transforma is pleased to announce that it has arranged debt settlements with certain arm’s length creditors and non-arm’s length creditors of the Company to settle $764,840 in indebtedness. Approximately $362,000 is attributable to older accrued consulting fees, payable to current and former directors and officers of the Company, dating back to the period from 2016 to 2021, as well as approximately $165,000 for loans and advances made by Lee Ann Wolfin, a former director and officer of the Company.

The debts will be settled by the issuance and delivery of a total of 10,926,287 common shares of the Company in the aggregate, at a deemed value of $0.07 per share. The shares will be subject to resale restrictions for a period of 4 months and a day from their date of issuance.

In addition, the Company has agreed to enter into a loan agreement with Lee Ann Wolfin, for the principal amount of $164,727.02 with interest at 6.0% per annum, for additional accrued consulting fees of prior years. The loan requires a partial repayment at the end of the second anniversary of the loan and the remainder on the third anniversary. The lender also has the right to demand payment after 18 months under the loan agreement.

By reason of the proposed debt settlement, Lee Ann Wolfin will acquire an additional 3,967,011 common shares of the Company (the “Share”), which will represent approximately 23.4% of the then total issued shares of the Company. The Company is informed that Lee Ann Wolfin, and all persons acting jointly or in concert with her, previously held 924,448 common shares of the Company, and therefore subsequent to the completion of the debt settlements, she will hold approximately 28.8% of the then total issued and outstanding common shares of the Company. Lee Ann Wolfin intends to hold the Shares for investment purposes. Depending upon market conditions and other factors, she may from time to time acquire additional securities of the Company, dispose of some or all of the existing or additional securities she holds in the Company, or will hold or may continue to hold her current position.

Additional information concerning the foregoing will be contained in the Early Warning Report to be filed by Lee Ann Wolfin on SEDAR under the Company’s profile.

The debt settlements and loan agreement are subject to the acceptance of the TSX Venture Exchange and, in the case of Lee Ann Wolfin, approval of disinterested shareholders because the issuance of the shares would cause her to be a “control person” as that term is defined under applicable securities laws.

About the Company

Transforma is a junior copper and precious metals exploration company involved in a 100% owned project located in southwestern British Columbia, consisting of the Thunder Copper Property.

For more information please visit: www.transformacorp.com.

ON BEHALF OF THE BOARD OF DIRECTORS

s/ ”Carlos Lau

Carlos Lau,

President & Chief Executive Officer

For further information, please contact:

Carlos Lau at (604) 253-2668

THE TSX VENTURE EXCHANGE HAS NOT APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.

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