Lupaka Gold Corp.
TSX : LPK

Lupaka Gold Corp.

September 13, 2012 08:00 ET

Institutional Shareholder Services (ISS) Recommends That Shareholders of Lupaka Gold and Andean American Vote for the Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 13, 2012) - Lupaka Gold Corp. ("Lupaka Gold" or "the Company") (TSX:LPK) announces that Institutional Shareholder Services (ISS) has recommended that shareholders vote for the plan of arrangement between Lupaka Gold and Andean American Gold Corp. ("Andean American"), to be considered at the upcoming meetings of shareholders of Lupaka and Andean American to be held on September 21, 2012.

ISS is a leading independent international corporate governance and proxy advisory service firm which provides analysis and recommendations to assist shareholders in making decisions regarding proxy voting.

The ISS recommendation that shareholders vote for the merger, was based on a review of the transaction and, in particular the expected merger synergies, arm's length negotiations and an independent fairness opinion. Lupaka Gold has been advised by Andean American, that Andean American has also received a recommendation from ISS that shareholders of Andean American approve the plan of arrangement.

Eric Edwards, Lupaka Gold's president and chief executive officer, commented, "We are pleased that ISS supports our respective directors' and management's conclusions that shareholders should approve this arrangement. Their recommendation supports our view that this is a logical and strategic transaction which diversifies our overall portfolio of assets and advances Lupaka Gold's objective to create a well-financed, Peru-focused gold explorer with combined Measured, Indicated and Inferred resources."

Shareholders are encouraged to review the management information circular of Lupaka Gold dated August 28, 2012, which provides a detailed discussion of the arrangement. A copy of the circular and related documents has been mailed to Lupaka Gold shareholders and can be obtained through SEDAR (www.sedar.com) or from Lupaka Gold's website (www.lupakagold.com). ISS has not reviewed or approved this press release.

About the Company

Lupaka Gold is aggressively exploring and developing the Crucero Gold Project, its 5,500 hectare gold property located in southern Peru. The Company, based in Vancouver, Canada, is project operator and holds a 100% indirect interest in the property. Since commencing active exploration in April 2010, the Company has reported NI 43-101 compliant gold resource estimate updates in the first quarter of 2011 and 2012 (see the Company's most recent technical report on sedar.com). In addition to the existing resource estimate, Lupaka Gold has identified a number of exploration targets within the Crucero Project that display similar anomalous characteristics.

Forward Looking Information

This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities regulations in Canada and the United States (collectively, "forward-looking information"). The forward-looking information contained in this news release is made as of the date of this news release. Except as required under applicable securities legislation, the Company does not intend, and does not assume any obligation, to update this forward-looking information. Forward-looking information includes, but is not limited to, statements with respect to mineral resource estimates and a business combination with Andean American Gold Corp. (the "Business Combination") Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects, "is expected", "budget", "scheduled", "estimates", forecasts", "intends", "anticipates", or "believes", or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved.

The forward-looking information contained in this news release is based on certain assumptions that the Company believes are reasonable, including, with respect to mineral resource estimates, the key assumptions and parameters on which such estimates are based, that the Business Combination will be approved by the shareholders of Lupaka Gold and Andean American and that the companies will receive all necessary judicial and regulatory approvals to complete the Business Combination.

However, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risk that that mineral resources are not as estimated, unexpected variations in mineral resources, grade or recovery rates, risk of accidents, labour disputes and other risks generally associated with mineral exploration and unanticipated delays in obtaining or failure to obtain community, governmental, judicial, regulatory or shareholder approvals, or financing. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to not be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.

Contact Information

  • Lupaka Gold Corp.
    Scott Warren
    Manager, Investor Relations
    +1 (604) 681-5900
    www.lupakagold.com