Kapa Gold Enters Strategic Partnership with MFD Investment Holdings for the Advancement of the Blackhawk Gold Property

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The Strategic Partnership Underlines the Potential of the Site and Allows for Expedited Development at the Blackhawk Gold Project in Lucerne Valley, California

Vancouver, British Columbia--(Newsfile Corp. - September 25, 2024) - KAPA GOLD INC. (TSXV: KAPA) ("Kapa" or the "Company") announces that it has entered into a binding agreement (the "Agreement") with MFD Investment Holdings SA ("MFD") pursuant to which MFD can earn an undivided 10% interest in Kapa's Blackhawk Gold Property (the "Project"), located in San Bernardino County, California, by incurring a total of US$1,000,000 in expenditures on the Project over the next three years.

The Agreement reflects Kapa's strategic focus on accelerating exploration activities at the Blackhawk Gold Project ("Blackhawk") through strong partnerships, aimed at boosting the Project's resource potential.

Under the terms of the Agreement, MFD has the exclusive option to acquire a 10% undivided interest in the Blackhawk by incurring specified expenditures, including at least 600 meters of exploration drilling by August 1, 2027. Upon meeting these terms, MFD will be entitled to a 10% participating interest in the Blackhawk Project.

As part of the Agreement, Kapa Gold may, subject to acceptance by the TSX Venture Exchange ("TSXV") issue up to 5.5 million bonus shares based on the parties achieving key milestones, including obtaining the drilling permit, obtaining an Environmental Impact Assessment and eventually the mine operations permit. Additionally, Kapa , may, subject to acceptance by the TSXV, issue up to 5 million bonus shares for the delineation of a resource estimate between 1-5 million ounces of gold discovered, and an additional 1 million bonus shares (up to a total of 10 million bonus shares in total) for every 1 million ounces discovered over 5 million ounces.

"Kapa Gold is excited to formalize this partnership with MFD Investment Holdings, which will significantly advance exploration efforts at Blackhawk," stated David Paxton, CEO of Kapa Gold. "This confirms our underlying valuation of Blackhawk and brings in a strategic partner that has a vision to help us unlock the sites' full potential. The additional funding and technical expertise will help accelerate resource evaluation and development, paving the way for increased shareholder value."

Following the exercise of the option, if no third-party transaction has occurred, Kapa and MFD will enter into a joint venture, with Kapa holding a 90% interest and MFD a 10% interest.