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KAPA.V ·

KAPA GOLD Enters Strategic Partnership with Mfd Investment Holdings FOR the Advancement of the Blackhawk GOLD Property the Strategic Partnership Underlines the Potential of the Site and Allows FOR Expedited Development at the Blackhawk GOLD Project IN Lucerne Valley, California.

Mergers & Acquisitions Partnerships & JV

Kapa Gold Inc.

Suite 1400 – 1199 West Hastings Street

Vancouver, BC, V6E 3T5

Tel: 604-961-9442 | [email protected]

www.kapagold.com

KAPA GOLD ENTERS STRATEGIC PARTNERSHIP WITH MFD INVESTMENT HOLDINGS FOR THE

ADVANCEMENT OF THE BLACKHAWK GOLD PROPERTY

THE STRATEGIC PARTNERSHIP UNDERLINES THE POTENTIAL OF THE SITE AND ALLOWS FOR

EXPEDITED DEVELOPMENT AT THE BLACKHAWK GOLD PROJECT IN LUCERNE VALLEY, CALIFORNIA.

VANCOUVER, BC – September 25, 2024 – KAPA GOLD INC. (TSXV:KAPA) (“Kapa” or the “Company”)

announces that it has entered into a binding agreement (the “Agreement”) with MFD Investment

Holdings SA ("MFD") pursuant to which MFD can earn an undivided 10% interest in Kapa’s Blackhawk

Gold Property (the “Project”), located in San Bernardino County, California, by incurring a total of

US$1,000,000 in expenditures on the Project over the next three years.

The Agreement reflects Kapa’s strategic focus on accelerating exploration activities at the Blackhawk

Gold Project (“Blackhawk”) through strong partnerships, aimed at boosting the Project’s resource

potential.

Under the terms of the Agreement, MFD has the exclusive option to acquire a 10% undivided interest

in the Blackhawk by incurring specified expenditures, including at least 600 meters of exploration

drilling by August 1, 2027. Upon meeting these terms, MFD will be entitled to a 10% participating

interest in the Blackhawk Project.

As part of the Agreement, Kapa Gold may, subject to acceptance by the TSX Venture Exchange

(“TSXV”) issue up to 5.5 million bonus shares based on the parties achieving key milestones, including

obtaining the drilling permit, obtaining an Environmental Impact Assessment and eventually the mine

operations permit. Additionally, Kapa , may, subject to acceptance by the TSXV, issue up to 5 million

bonus shares for the delineation of a resource estimate between 1 -5 million ounces of gold

discovered, and an additional 1 million bonus shares (up to a total of 10 million bonus shares in total)

for every 1 million ounces discovered over 5 million ounces.

“Kapa Gold is excited to formalize this partnership with MFD Investment Holdings, which will

significantly advance exploration efforts at Blackhawk," stated David Paxton, CEO of Kapa Gold. "This

confirms our underlying valuation of Blackhawk and brings in a s trategic partner that has a vision to

help us unlock the sites ’ full potential. The additional funding and technical expertise will help

accelerate resource evaluation and development, paving the way for increased shareholder value."

Following the exercise of the option, if no third -party transaction has occurred, Kapa and MFD will

enter into a joint venture, with Kapa holding a 90% interest and MFD a 10% interest.

The Agreement and the issuance of any bonus shares remains subject to acceptance by the TSXV.

About MFD Investment Holdings

MFD is a private investment company that focuses on developing quick -to-cashflow mining assets

with significant exploration upside. With a global team of experts in geology, metallurgy, project

management, and finance, MFD specializes in early -stage investments and operational efficiencies

that maximize value for its stakeholders. MFD leverages advanced technology and systems to improve

mine development and operational management, addressing inefficiencies within the mining

industry. The company aims to gen erate substantial returns by identifying and advancing high -

potential mining projects across diverse geographies and commodities.

About Kapa

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. To learn more, visit www.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 undertak e to update any forward -

looking statements or information except as may be required by applicable securities laws.