Tribute Minerals Inc.
TSX VENTURE : TBM

Tribute Minerals Inc.

October 22, 2010 16:10 ET

Tribute Announces Debt Settlement as Part of Restructuring

TORONTO, ONTARIO--(Marketwire - Oct. 22, 2010) - Tribute Minerals Inc. (the "Company" or "Tribute") (TSX VENTURE:TBM) wishes to announce that it has entered into agreements to settle an aggregate of $423,293.33 of insiders' debts owed to 6 insiders of the Company in consideration for the issuance of 2,257,566 post-consolidation common shares of the Company valued at $0.1875 per share, subject to TSX Venture Exchange approval. As set out in the October 20, 2010 press release, the Company is seeking shareholder approval to the consolidation of the Company's issued and outstanding shares on the basis of up to five (5) currently issued and outstanding common shares for each one (1) post-consolidation common share (the "Consolidation") at the annual meeting to be held on November 23, 2010. The insider debt settlements are to be effected on the basis of the closing price of the Company's common share on October 21, 2010, being $0.05, multiplied by the consolidation ratio adopted by the board of directors following approval of the Consolidation by the shareholders, less a 25% discount. If the Consolidation is effected at 5:1, the price per post-consolidation common share issued for the insider debt settlements will be $0.1875 ($0.05 x 5 = $0.25 – 25% = $0.1875). The insider debt settlements will significantly reduce the Company's outstanding liabilities, improving the Company's ability to raise the funds necessary to pursue its new focus on gold.

Insider debt settlements for 5 of the Company's insiders are subject to approval by disinterested shareholders at the annual meeting. Debts relating to $117,333.26 of management fees and advances made to the Company to cover its ongoing expenses payable to Ian Brodie-Brown, President, C.E.O. and a director of the Company, and a related company controlled by Mr. Brodie-Brown, are to be settled for 625,778 post-consolidation common shares; $86,083.26 of management fees payable to Peter Brodie-Brown, V.P. of Investor Relations and an employee of the Company, are to be settled for 459,111 post-consolidation common shares; $11,675 of directors fees payable to Frank van de Water, a director of the Company, are to be settled for 62,267 post-consolidation common shares; $54,600 of fees accrued as Chairman of the Company payable to John Harvey, Chairman and a director of the Company, are to be settled for 291,200 post-consolidation common shares; and $121,597.81 of legal fees and disbursements payable to Gardiner Roberts LLP, a law firm of which William R. Johnstone, a director and Corporate Secretary of the Company, is a partner, are to be settled for 648,522 post-consolidation common shares.

The insider debt settlements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contain in section 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to insiders does not exceed 25% of its market capitalization.

Cautionary Note Regarding Forward-Looking Statements: This Press Release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such actual results of current exploration programs, the general risks associated with the mining industry, the price of gold and other metals, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. Shareholders are cautioned not to put undue reliance on such forward-looking statements.

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.

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