Paleo Resources Announces Closing of Shares for Debt Transaction

Paleo Resources, Inc. (“Paleo” or the “Corporation”) (TSX-V: PRE, OTCQB: PRIEF) announced today that, further to its March 10, 2021 news release, it settled outstanding indebtedness in the aggregate amount of US$2,096,618.63 (CDN$2,649,496.96 at an assumed exchange rate of CDN$1.2637 to US$1.00) owing to Roger S. Braugh, Jr. (“

Braugh

”), a director and officer of Paleo, and Chris Pettit & Associates PC, controlled by Christopher J. Pettit, a director of Paleo, as trustee of a Trust (the “

Trust

”), through the issuance of an aggregate of 132,474,848 common shares of the Corporation at a deemed price of CDN$0.02 per share (the “

Debt Settlement

”). The common shares issued in connection with the Debt Settlement are subject to a hold period that expires on July 31, 2021.

As noted above, Roger S. Braugh, Jr. is a director and officer of Paleo and Christopher J. Pettit, is a director of Paleo and, accordingly, the Debt Settlement is a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (the “Related Party Policies”).‎ Paleo ‎has determined that exemptions from the various requirements of the Related Party Policies are available in connection with the Debt Settlement (Formal ‎Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Financial Hardship).‎

Each of Braugh and the Trust acquired 66,237,424 common shares (representing 14.86% of the issued and outstanding common shares). Prior to the ‎offering, Braugh held 68,740,714 common shares, or approximately 21.95% of the total issued and ‎outstanding common shares. Braugh now controls ‎134,978,138 ‎common shares, or approximately 30.29% of the total issued and outstanding common shares, and a convertible secured debenture in the principal amount of CDN$323,277. Assuming conversion of the debenture, Braugh would own 137,672,113 common shares, or approximately 30.71% of the total issued and outstanding common shares. Prior to the ‎offering, Chris Pettit & Associates PC controlled 55,225,714 common ‎shares, or approximately ‎17.63% of the total issued and ‎outstanding common shares. Chris Pettit & Associates PC now controls ‎121,463,138 ‎common shares, or approximately 27.25% of the total issued and outstanding common shares, and a convertible secured debenture in the principal amount of CDN$323,277. Assuming conversion of the debenture, Chris Pettit & Associates PC would control 124,157,113 common shares, or approximately 27.69% of the total issued and outstanding common shares.The acquisition of the common shares by Braugh and ‎the Trust were made for investment purposes. Each of Braugh and the Trust may increase or ‎decrease their investment in Paleo depending on market conditions or any other relevant factors. The ‎head office address for Paleo is 716 S. Frio St., Suite 201, San Antonio, Texas 78207. The address for Braugh is 7 Hewit Dr., Corpus Christi, Texas 78404. The address for Chris Pettit & Associates PC is 11902 Rustic Lane, San Antonio, Texas 78230‎.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Paleo Resources, Inc. is an oil and natural gas and mineral exploration company headquartered in Calgary, Alberta, with executive offices in Houston, Texas. The Corporation's common shares are listed on the TSX Venture Exchange under the trading symbol "PRE" and on the OTCQB as "PRIEF".

For further information please contact:

Roger S. Braugh, Jr.Interim Chief Executive Officer and Chairman of the Board Email: [e-mail]

Paleo Resources, Inc.716 S. Frio St. Suite 201San Antonio, Texas 78207Telephone: [phone]