Amarc Resources

Lupaka Gold Amends Agreement to Finance Invicta Mine Development and Mining Operations

Vancouver, British Columbia--(Newsfile Corp. - May 16, 2017) - Lupaka Gold Corp (TSXV: LPK) (FSE: LQP) ("Lupaka Gold" or the "Company") announces that it has executed an amendment (the "Amended Agreement") of the definitive Pre-Paid Forward Gold Purchase Agreement (the "Original Agreement") with PLI Huaura Holdings LP ("PLI"), a limited partnership organized under the laws of British Columbia, previously announced on June 30, 2016. The proceeds from the Amended Agreement will be used to fund the completion of development and initiate production at the Company's Invicta Gold Project ("Invicta"). PLI is an investment vehicle controlled by Pandion Mine Finance ("Pandion").

The gross proceeds (the "Gold Prepayment Amount") to be received will be US$7 Million (originally US$6.1 Million), payable in two tranches of US$4.5 Million ("Tranche 1") and US$2,500,000 ("Tranche 2").

The Company has also signed agreements with Franco Nevada which will facilitate the payout of Franco Nevada's royalty agreements on the Invicta property and allow PLI to obtain a first charge on the Invicta concessions. The Company is working to complete the remaining conditions precedent to Tranche 1, with the primary outstanding condition being the signing and recording of a community agreement supporting road access to the Invicta site. Key conditions precedent to the receipt of Tranche 2 include the perfection of PLI's charge against the Invicta concession and the requirement for the Company to raise US$2 Million in additional capital.

As in the Original Agreement, each tranche will have a grace period of 15 months after which the Company will deliver to PLI a total of 22,500 (originally 19,530) ounces of gold for both tranches over the following 45 months. For the repayment ounces, the Company will receive an amount per ounce of gold equal to the market price at the time, less a fixed discount. After the tranches have been repaid, the Company will have no further obligations under the Agreement. During the term of the Agreement, PLI will also share in the upside on any increase in metal prices.

The Company has the right to buy out and terminate the Amended Agreement at any time. The Company's obligations under the Amended Agreement will be secured by a first charge over the Company's assets.

As previously disclosed in the Company's June 30, 2016 announcement concerning the Original Agreement, the Company will pay finders' fees in connection with this financing, subject to TSX Venture Exchange acceptance.

About Pandion Mine Finance

Pandion is the general partner of PLI Huarura Holdings LP and is a mining-focused investment firm backed by MKS PAMP Group and Ospraie Management, LLC that provides flexible financing solutions to developing mining companies.

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