NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BRITISH COLUMBIA, June 22, 2017 - Lupaka Gold Corp ("Lupaka Gold" or the "Company") (TSXV:LPK, FRA:LQP) is pleased to announce that it has entered into loan agreements with a group of third-party individuals and Gordon Ellis (CEO) and Stephen Silbernagel (Director), who are Company Insiders (collectively, the "Lenders"), pursuant to which the Company has agreed to borrow a total of C$600,000 (the "Loan").
The proceeds will be used for the payment of concession fees, advancement of the Company's mineral properties and for general working capital purposes. The Loan is unsecured and will bear simple interest at the rate of twelve percent (12%) per annum. The Loan and accrued and unpaid interest shall be repaid in full on or before three months after the Borrower receives any additional and/or new financing of at least $4.0 million or the date that is six months after the closing date, whichever is the earlier.
The Company has agreed to issue to the Lenders up to 4,000,000 non-transferrable warrants, such number being equal to the amount of the Loan divided by $0.15. Each warrant will entitle the holder to purchase one common share of the Company at a price of C$0.15 per share for a period of one year following the closing date. The warrants and any shares issued pursuant to the exercise of the warrants will be subject to a statutory hold period under Canadian securities laws expiring four months and a day after the closing date. The completion of the Loan and issuance of the warrants is subject to the approval of the TSX Venture Exchange.
Gordon Ellis is a director and officer; Stephen Silbernagel is a director of the Company and their participation in the Loan is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves such persons, will exceed 25% of the Company's market capitalization.
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.
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.
About Lupaka Gold
Lupaka Gold is a Peru-focused gold explorer and developer with geographic diversification and balance through its interests in asset-based resource projects spread across three regions of Peru.
FOR FURTHER INFORMATION PLEASE CONTACT:
Gordon L. Ellis, C.E.O.
+1 (604) 681-5900
or visit the Company's profile at www.sedar.com or its website at www.lupakagold.com