News

VANCOUVER, BC – May 26, 2021 – INCA ONE GOLD CORP. (TSXV:INCA) (OTC:INCAF) (Frankfurt:SU92) (“Inca One” or the “Company”) a gold producer operating two, fully permitted, mineral processing facilities in Peru, is pleased to announce it has closed its previously announced non-brokered private placement for gross proceeds of CAD$613,458 (the “Private Placement” or “Offering”) with the issuance of 1,533,645 units (the “Units”) at a subscription price of CAD$0.40 per Unit. The Company received approval from the TSX Venture Exchange to increase the size of the Private Placement from $500,000 to $613,458 shortly before closing.

Each Unit will be comprised of one common share of the Company (a “Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder on exercise to purchase an additional Share of the Company at an exercise price of CAD$0.60 for a period of 36 months from the closing date (“Closing Date”).

The proceeds from the Offering will be used for general working capital requirements. All securities issued in connection with the Private Placement will be subject to a statutory hold period of 4 months plus a day from the Closing Date in accordance with applicable securities legislation. No finder's fees were paid in connection with the Private Placement. The Private Placement is subject to approval of the TSX Venture Exchange.

The following insiders of the Company subscribed under the Private Placement: Edward Kelly, President, Chief Executive Officer and a director of the Company, purchased 190,000 Units under the Private Placement through a company controlled by Mr. Kelly; Kevin Hart, Chief Financial Officer of the Company, acquired an aggregate of 362,000 Units under the Private Placement; and Rodney Stevens, a director of the Company, purchased 139,645 Units under the Private Placement. The issuance of Units to insiders pursuant to the Private Placement (the “Insider Participation”) will be considered to be a related party transaction within the meaning of TSX Venture Exchange (the “TSXV”) Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any Insider Participation. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the Insider Participation were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

About Inca One

Inca One Gold Corp is a TSXV listed, gold producer operating two, fully permitted, gold mineral processing facilities in Peru. The Company has produced in excess of 92,000 ounces of gold, generating over US$125 million in revenue from its first 6 years of operations. Inca One, is led by an experienced and capable management team that has established the Company as a trusted leader in servicing government permitted, small-scale miners in Peru. Peru is the world’s seventh-largest producer of gold and its small-scale mining sector is estimated by government officials to be valued in the billions of dollars annually. Inca One possesses a combined 450 tonnes per day permitted operating capacity at its two fully integrated plants, Chala One and Kori One. To learn more visit www.incaone.com.

Figure 1. Inca One’s gold processing facilities in Peru (left: Chala One facility; right: Kori One facility)

On behalf of the Board,

Edward Kelly,
President and CEO
Inca One Gold Corp.

For More Information Contact:

Konstantine Tsakumis
Inca One Gold Corp.
ktsakumis@incaone.com
604-568-4877

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

Statements regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) fluctuation of mineral prices; (ii) a change in market conditions; and (iii) the fact that future operational results may not be accurately predicted based on this limited information to date. Except as required by law, the Company does not intend to update any changes to such statements. Inca One believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.