Mr. Edward Kelly reports

INCA ONE ANNOUNCES FINANCINGS OF US$2.5 MILLION ORE BACKED NOTE FACILITY AND CAD$2.5 MILLION EQUITY PRIVATE PLACEMENT

Inca One Gold Corp. has arranged a non-brokered private placement of mineral/ore-backed purchase notes for gross proceeds of up to $2.5-million (U.S.) at a price of $100 (U.S.) per note, under the terms described below and subject to TSX Venture Exchange approval.

Concurrently, Inca One announces a non-brokered private placement of up to 22.7 million units at a subscription price of 11 cents per unit, for gross proceeds of up to $2.5-million, subject to TSX-V approval. Each unit will comprise one common share and one-half of a transferable common share purchase warrant. Each whole warrant will be exercisable to purchase an additional common share of the issuer at an exercise price of 18 cents for a period of 36 months from the closing date, expected to be Nov. 30, 2015.

The company intends to make a listing application for the notes to become publically tradable on the TSX-V within 12 months of the note issuance date, noting that there is no guarantee that the TSX-V will attain listing approval for the notes. Listing is subject to the approval of the TSX-V.

The notes will bear interest at a rate of 12 per cent per year (payable quarterly in arrears), will have a maturity date of 60 months from the date of their issuance, will be secured by the inventory and related assets of Inca One's Peruvian operating subsidiaries, and will be subject to a four-month hold period from the note issuance date. The notes will also have an early redemption clause, at the option of the issuer, with redemption no earlier than 12 months from the note issuance date. The redemption clause may require amendments to comply with listing requirements. Proceeds of the notes will be used toward mineral/ore purchases, repayment of inventory-related debt (as applicable), and transaction and legal expenses.

In the event that a listing cannot be obtained within one year of issuance, the term of maturity will be reduced from 60 to 36 months. The notes will be offered to accredited investors only. Closing of the offering is subject to the approval of the TSX-V.

The proceeds of the equity private placement will be used primarily for optimization initiatives designed to enhance cash flow. Such items include water well development, national power grid access and the buyout of certain high-cost equipment leases. Other expenditures include expansion permitting, legal and transaction costs applicable to recently announced acquisitions (see Inca One press releases dated Oct. 7, 2015, and Oct. 29, 2015), elimination of certain short-term debt, and general working capital purposes.

All securities issued in connection with the equity private placement will be subject to a statutory hold period of four months and a day from the date of issuance, in accordance with applicable securities legislation. Closing of the equity private placement is subject to the approval of the TSX-V and execution of definitive documentation.

The corporation may pay commissions and fees to eligible finders of the notes and the equity private placement in cash and warrants, as applicable, subject to compliance with the rules of the TSX-V.

We seek Safe Harbor.