Lupaka Completes Non-Brokered Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Aug. 18, 2023 (GLOBE NEWSWIRE) — Lupaka Gold Corp. (“Lupaka Gold” or the “Company“) (TSX-V: LPK, FRA: LQP) announces that it has now completed its previously-announced non-brokered private placement (the “Placement”), having raised gross proceeds of $120,000 in two tranches.

As of August 18, 2023, the Company has closed Tranche 2 of the Placement and issued 700,000 units at a price of $0.06 per unit for gross proceeds of $42,000. All Shares issued and Warrant shares (if exercised prior to December 19, 2023) are subject to a hold period expiring four months plus one day from the closing date of the second tranche of the Placement in accordance with applicable securities laws.

Together with the previously-announced July 26, 2023 closing of Tranche 1, the Company has issued 2,000,000 units in aggregate at a price of $0.06 per unit. Each unit consists of one common share of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.10 for a period of three years from closing, subject to receipt of final applicable regulatory approvals including approval of the TSX Venture Exchange. The shares and Warrants issued in the Placement are subject to a four-month hold period.

Gordon Ellis, President and CEO of the Company, acquired 200,000 Units in Tranche 1 of the Placement. His participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI61-101 as neither the fair market value of the Units issued to Mr. Ellis, or the consideration paid, exceeded 25% of the Company’s market capitalization.

No finders’ fees were paid, and the proceeds of the Placement will be used to fund property acquisitions and development expenditures, and general working capital.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.

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

About Lupaka Gold

Lupaka is an active Canadian-based company focused on creating shareholder value through identification and development of mining assets.

FOR FURTHER INFORMATION PLEASE CONTACT:

Gordon Ellis, C.E.O.

gellis@lupakagold.com
Tel: (604) 985-3147

or visit the Company’s profile at www.sedar.com or its website at www.lupakagold.com