Zacapa Sources (ZACA:ZACA)

VANCOUVER, BC, CANADA, July 7, 2023/ — Zacapa Sources Ltd. (TSXV: ZACA, OTCQB: ZACAF, DE: BH0) (“Zacapa”) publicizes that the primary tranche of the non-brokered personal placement (the “Providing”) for the sale of 19,107,372 models (the “Models”) at a worth of C$0.05 per Unit for gross proceeds of roughly $1,000,000 has now closed. Every Unit is comprised of 1 frequent share (every, a “Unit Share”) and one frequent share buy warrant (every, a “Warrant”). Every Warrant entitles the holder thereof to buy one frequent share (every, a “Warrant Share”) at a worth of C$0.075 for a interval of 36 months expiring July 7, 2026.

If at any time after November 8, 2023, the closing worth of the frequent shares of Zacapa as traded on the Alternate is larger than $0.25 for 10 consecutive buying and selling days, Zacapa shall have the proper to speed up the expiry date of the Warrants by giving discover, by way of a information launch issued inside 10 enterprise days of the final day of such 10 day buying and selling interval, of its train of such proper and thereafter the Warrants will, with out additional discover or act by the Issuer, mechanically expire and be of no additional drive and impact at 4:00 P.M. (Vancouver time) on the date that’s 30 days after the issuance of stated information launch, or such later date as could also be acknowledged within the information launch.

Sure administrators of Zacapa subscribed for Models within the Providing. The subscription of Models to insiders pursuant to the Providing is taken into account a associated get together transaction for functions of Multilateral Instrument 61-101 – Safety of Minority Shareholders in Particular Transactions (“MI 61-101”). Zacapa relied on exemptions from the formal valuation and minority shareholder approval necessities offered beneath sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation, based mostly on the willpower that truthful market worth of the participation within the Providing by insiders didn’t exceed 25% of the market capitalization of Zacapa, as decided in accordance with MI 61-101.

The web proceeds from the sale of Models will probably be used for exploration and for normal company functions. Finder’s charges of $3,862 and 77,232 non-transferable warrants are payable to Canaccord Genuity Corp., and $12,000 and 240,000 non-transferable warrants are payable to Blue Lakes Advisors SA on a portion of the Providing in accordance with the insurance policies of the TSX Enterprise Alternate. Finder’s warrants are exercisable at a worth of C$0.075 and can expire on July 7, 2026. The Unit Shares, Warrant Shares and any frequent shares which are issuable from 317,232 finder’s warrants will probably be topic to a maintain interval of 4 months and at some point expiring November 8, 2023 in accordance with relevant securities legal guidelines.

Not one of the securities bought in reference to the Providing will probably be registered beneath the US Securities Act of 1933, as amended, and no such securities could also be provided or bought in the US absent registration or an relevant exemption from the registration necessities. This information launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase nor shall there be any sale of the securities in any jurisdiction during which such supply, solicitation or sale could be illegal.

About Zacapa Sources

Zacapa is a mineral exploration firm engaged in gold and copper exploration in world class jurisdictions within the southwest United States, together with Arizona, Nevada, Idaho, and California. The portfolio consists of epithermal gold initiatives at South Bullfrog, Kramer Hills, Miller Mountain and Dewdrop, and porphyry copper exploration on the Pearl mission. These property are being superior by a extremely disciplined and seasoned skilled group with profitable monitor information of discovery, useful resource growth and mine allowing.

Neither the TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts duty for the adequacy or accuracy of this launch.

Sure data set forth on this information launch might include forward-looking statements that contain substantial recognized and unknown dangers and uncertainties. All statements inside, apart from statements of historic reality, are to be thought-about ahead wanting. Though Zacapa believes the expectations expressed in such forward-looking statements are based mostly on cheap assumptions, such statements will not be ensures of future

Michelle Borromeo
Zacapa Sources
+1 778 330 3835
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