Mr. Edward Kelly of Inca One reports

INCA ONE GOLD CORP. TO ACQUIRE STANDARD TOLLING CORP. UNDER PLAN OF ARRANGEMENT

Inca One Gold Corp. and Standard Tolling Corp. have entered into a binding letter of intent, pursuant to which Inca One has agreed to acquire all of the issued and outstanding shares of Standard under a plan of arrangement at a share exchange ratio of 0.55 share of Inca One for each one share of Standard, which is approximately a 23-per-cent premium to Standard's share price based on the 10-day volume-weighted average share price of the parties through Oct. 6, 2015.

The binding LOI contains the basic business terms for the transaction and requires the parties to finalize in good faith a definitive agreement as soon as possible but in no event later than 60 days from the date the binding LOI was executed, with the transaction to be completed on or before Feb. 6, 2016.

The transaction, and finalization of the definitive agreement, is subject to the satisfactory completion of due diligence by the parties, shareholder approval by Standard, board approval by each of Standard and Inca One, TSX Venture Exchange approval, court approval, and other customary conditions. The binding LOI also includes standstill, lock-up, and confidentiality provisions, representations and warranties, and a $250,000 break fee in favour of Inca One.

The transaction will also provide for the issuance by Inca One of replacement stock options and replacement warrants to holders of options and warrants of Standard who do not exercise such options or warrants prior to the effective time of the transaction, at exercise prices adjusted by the exchange ratio. Each replacement option and replacement warrant will have the same vesting conditions, exercise date and ultimate expiry date as the warrant or option of Standard it replaces. The replacement options will be governed by the terms of the Inca One stock option plan, except that the time for exercising a replacement option, after ceasing to be a director, officer, employee or consultant, as applicable, will be governed by the Standard stock option plan.

In addition, prior to closing and subject to exchange approval, Inca One will participate in a non-brokered private placement of six million Standard common shares at a price of 5.5 cents per share for total gross proceeds of $330,000, totalling approximately 9.9 per cent of the outstanding shares of Standard.

Anticipated highlights of the combined company include:

• The first gold processor to have processing plants in both northern and southern Peru;
• Combined permitted capacity of 200 tonnes per day;
• Combination of commercial mineral purchase teams to increase visibility of mineral feed and an enhanced marketing presence;
• Increase in funds available for inventory purchases from Standard's ore note facility and the ability to accelerate additional mineral purchase;
• Estimated inventory value, refundable IGV relating to mineral purchases and funds dedicated for mineral purchases exceeding $4.0-million (U.S.);
• Immediate focus on maximizing production at Inca One's processing plant, Chala One, in southern Peru;
• Northern processing plant, in interim, to be transitioned into a regional mineral buying depot until commissioning plans are finalized;
• Expect meaningful increase in revenues and operating cash flow;
• Multiple synergies and cost savings opportunities expected including the combination of offices in each Lima and Vancouver, and a reduction in per-tonne costs;
• Leveraging the complementary skills of two successful finance teams responsible for sourcing over $20-million in financing over the last 18 months, for both Inca One and Standard, from both the European and North American capital markets.

Leonard Clough, president and chief executive officer of Standard, commented: "The fundamental basis of this transaction lies in our collective belief that gradually ramping up and fully optimizing one processing plant is better than operating two plants below full capacity at potentially non-optimized margins. While the capital cost to complete construction at the Northern gold plant is relatively modest, the challenges associated with achieving sustainable margins, commissioning costs, potential export licencing delays and time associated with recovering the 18-per-cent IGV/VAT, all in a capital-starved market, increase uncertainty and make the commissioning exercise seem somewhat unrealistic at this time. While the business opportunity of toll processing remains solid, staying power is critical, and we believe a combination with Inca One helps achieve that. I look forward to assisting Edward Kelly and his team in sharing the new story, one of free cash flow, sustainability and calculated expansion."

Edward Kelly, president and CEO of Inca One, responded: "This transaction is transformational for Inca One. Having only recently stabilized net revenue margins within the current quarter, our focus is now on throughput. The transaction with Standard combines a mineral purchasing team with success in securing mill feed in the north with Inca's strength in the south. While we do not anticipate any major hurdles reaching full capacity at Chala One, we are being mindful of unit costs and cash flow, the two major requirements of our expansion plans beyond 100 tpd. This transaction is a significant building block for our organization, and we look forward to welcoming Leonard Clough and the Standard family to Inca One."

The binding LOI includes an agreement between the parties to enter into a mineral purchase agreement to take effect during the period between signing of the binding LOI and closing of the transaction, under which Standard will sell to Inca One, on commercial terms, mill feed purchased by Standard and financed under its $2.25-million (U.S.) ore note facility. A total of approximately $400,000 (U.S.) has already been purchased by Standard under the ore note facility and will be immediately available for sale to Inca One.

The binding LOI also includes an agreement of Standard to loan to Inca One, or its Peruvian subsidiary, Chala One SAC, the sum of $550,000 (U.S.) as soon as possible after the execution of the binding LOI. The loan will be advanced to Inca One by Standard in one advance of $495,000 (U.S.) being the principal sum of the loan less $55,000 (U.S.) prepaid interest on the date that is no later than two business days after execution of the binding LOI. The loan will be used by Inca One for general working capital purposes and mineral purchases, and will accrue annual interest of 20 per cent. Interest on the loan will be calculated monthly in arrears and will be paid on the maturity date of the loan with an adjustment for prepaid interest. One of the maturity date conditions is the recovery of Chala One's IGV which as at July 31, 2015, was approximately $2.2-million.

Full details of the transaction will be included in a management information circular of Standard to be filed with the regulatory authorities and mailed to Standard shareholders in accordance with applicable securities laws.

We seek Safe Harbor.