Mr. Gordon Ellis reports

UPDATE ON PREVIOUSLY-ANNOUNCED NON-BROKERED PRIVATE PLACEMENT AND THE CLOSE OF TRANCHE 1

Lupaka Gold Corp. now intends to complete its previously announced non-brokered private placement to raise gross proceeds of up to $120,000 by Aug. 23, 2023, and in two tranches.

The company still plans to issue up to two million units in aggregate at a price of six cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the company at a price of 10 cents for a period of three years from closing.

As of July 26, 2023, the company has closed tranche 1 of the placement. The company issued 1.3 million units at a price of six cents per unit for gross proceeds of $78,000. All shares issued and warrant shares (if exercised prior to Nov. 27, 2023), are subject to a hold period expiring four months plus 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 chief executive officer 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 transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units issued to Mr. Ellis, or the consideration paid, exceeded 25 per cent of the company's market capitalization.

No finders' fees are expected to be paid, and the proceeds of the placement will be used to finance property acquisitions and development expenditures, and general working capital.

The second tranche of the placement is expected to occur before Aug. 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.