Mr. Gordon Ellis reports

LUPAKA GOLD EXECUTES DEFINITIVE AGREEMENT TO FINANCE INVICTA MINE DEVELOPMENT AND MINING OPERATIONS

Lupaka Gold Corp. has executed a definitive prepaid forward gold purchase agreement with PLI Huaura Holdings LP, a limited partnership organized under the laws of British Columbia, to finance the completion of development and initiate production at its Invicta gold project. PLI is an investment vehicle controlled by Pandion Mine Finance.

The gross proceeds of $6.1-million (U.S.) is payable in two tranches of $1.8-million (U.S.) and $4.3-million (U.S.) and will be used to complete mine development, safety and efficiency upgrades, upgrades and completion of access roads, and commencement of mining operations, as well as general and administrative costs and arrangement fees. The company intends to ramp up operations to 350 tonnes per day as quickly as possible using contractors for all aspects of the operation. Receipt of the proceeds from both tranches is dependent upon the company's completion of certain conditions precedent.

Each tranche will have a grace period of 15 months, after which the company will deliver to PLI a total of 19,530 ounces of gold for both tranches over the following 45 months. 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 agreement at any time, and its obligations under the agreement will be secured by a first charge over the company's assets.

The agreement also anticipates a future prepayment estimated to be $6-million (U.S.) to $12-million (U.S.), the proceeds of which would be used to finance the company's acquisition or construction of a processing plant for the Invicta mine. This additional prepayment would be subject to terms to be agreed.

Gordon Ellis, president and chief executive officer, commented: "We are very pleased with this financing package in that it has very favourable characteristics, including that it is non-dilutive to shareholders, has a fixed term and can be paid out at any time. Management intends to use the cash flow from Invicta to further develop its Josnitoro and Crucero gold projects."

Joseph Archibald, founding partner of Pandion, commented: "We are delighted to be working with the Lupaka team in providing the financing for their Invicta gold project and look forward to providing the funding for their planned acquisition or construction of a processing plant as well. This funding highlights Pandion's philosophy to take a solution-oriented and partnership approach to build long-term relationships with mining companies."

The company will pay finders' fees in cash and shares to Red Cloud KS in connection with the agreement, subject to TSX Venture Exchange acceptance.

We seek Safe Harbor.