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KAPA.V ·

KAPA GOLD Announces Warrant Amendments

Share Capital & Compensation

Kapa Gold Inc.

Suite 1400 – 1199 West Hastings Street

Vancouver, BC, V6E 3T5

Tel: 604-961-9442 | [email protected]

www.kapagold.com

KAPA GOLD ANNOUNCES WARRANT AMENDMENTS

VANCOUVER, BC – February 22, 2024 – KAPA GOLD INC. (TSXV:KAPA) (“Kapa” or the “Company”) is

pleased to announce that it intends to amend the exercise price of an aggregate of 5,622,600

common share purchase warrants (the “ May 2022 Warrants ”) from C$0.40 to C$0.20 (the

“Repricing”) and extend the expiry date of the May 2022 Warrants to May 19, 2026 (the “Extension”

and together with the Repricing, the “ Amendments”). The May 2022 Warrants were issued on May

19, 2022 and currently expire on May 19, 2024.

In connection with the Amendments, the terms of the May 2022 Warrants will be amended to

include an accelerated expiry clause such that the exercise period of the May 2022 Warrants will be

reduced to 30 days if, for any ten (10) consecutive trading days during the unexpired term of the

May 2022 Warrants, the closing price of the common shares of the Company exceeds the new

exercise price of the May 2022 Warrants by 25% or more. The 30 -day expiry period will commence

on the day that the Company disseminates a press release announcing the accelerated expiry

period.

The Amendments remain subject to receipt of TSXV approval.

About Kapa Gold

Kapa Gold, led by experienced capital markets and geologic team, is focused on exploring its 100%

owned historic Blackhawk Gold Mine and surrounding underexplored properties for economic

mineralization. Kapa Gold has also optioned the historic Mastodon Project in BC, Canada and is

compiling historical data in advance of recommendations for exploration programs.

To learn more, visit kapagold.com

On behalf of the Board of Directors

KAPA GOLD INC.

“David K. Paxton”

CEO and Director

For More Information Contact:

Konstantine Tsakumis

[email protected]

604-961-9442

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.

Forward-Looking Information

Certain statements made, and information contained herein may constitute "forward -looking

information" and "forward -looking statements" within the meaning of applicable Canadian

and United States securities legislation. These statements and information are based on facts

currently available to the Company and there is no assurance that actual results will meet

management's expectations. Forward-looking statements and information may be identified by such

terms as "anticipates", "believes", "targets", "estimates", "plans", "expects", "may", "will", "could"

or "would". Forward -looking statements and information contained herein are based on certain

factors and assumptions. While the Company considers its assumptions to be reasonable as of the

date hereof, forward -looking statements and information are not guaranteeing of future

performance and readers should not place undue importance on such statements as actual events

and results may differ materially from those described herein. The Company does not undertake to

update any forward -looking statements or information except as may be required by applicable

securities laws.