Update On Previously-Announced Non-Brokered Private Placement and the Close of Tranche 1
Update On Previously-Announced Non-Brokered Private Placement
and the Close of Tranche 1
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DIS-
SEMINATION IN THE UNITED STATES
VANCOUVER, BRITISH COLUMBIA, Ju ly 26, 2023 – Lupaka Gold Corp. (" Lupaka Gold"
or the “Company") (TSX-V: LPK, FRA: LQP) announces that it now intends to complete its
previously-announced non-brokered private placement (the “Placement”), to raise gross
proceeds of up to $120,000 by August 23, 2023 and in two tranches.
The Company still plans to issue up to 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.
As of July 26, 2023, t he Company has closed tranche 1 of the Placement. The Company
issued 1,300,000 units at a price of $0.06 per unit for gross proceeds of $78,000. All Shares
issued and Warrant shares (if exercised prior to November 27, 2023) are subject to a hold
period expiring four months pl us one day from the closing date of the first tranche of the
Placement in accordance with applicable securities laws. Closing of the Placement is subject
to final acceptance by the TSX Venture Exchange.
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 transac tion 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 are expected to be paid, and t he proceeds of the Placement w ill be used to
fund property acquisitions and development expenditures, and general working capital.
The second tranche of the Placement is expected to occur before August 23, 2023, 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.
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 wi thin 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 responsibil ity for the
adequacy of this news release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Gordon Ellis, C.E.O.
Tel: (604) 985-3147
or visit the Company’s profile at www.sedar.com or its website at www.lupakagold.com