Mr. Edward Kelly reports

INCA ONE GOLD CORP. ANNOUNCES FILING OF MATERIAL CHANGE REPORT FOLLOWING COMPLETION OF SISP AND SALE OF SUBSIDIARY SHARES TO OCIM METALS AND MINING SA.

Inca One Gold Corp. has filed a material change report with the applicable securities regulatory authorities pursuant to National Instrument 51-102, following the completion of a court-supervised sales and investment solicitation process (SISP) conducted by FTI Consulting Canada Inc.

The SISP was launched to solicit offers for the shares of Inca One's subsidiaries. Two offers were received as part of the process, and the successful bid was submitted by OCIM Metals and Mining SA. OCIM's proposal, submitted as a credit bid, was the only offer to meet the criteria outlined in the SISP and was determined by the receiver to be commercially reasonable and in the best interests of the company's stakeholders.

The receiver concluded that OCIM's bid represented the highest and best value available under the circumstances. The parties subsequently entered into a share purchase agreement on March 31, 2025, pursuant to which OCIM purchased the shares for a purchase price exceeding $22.1-million.

The transaction has ensured the continued operation of the gold processing plants in Peru preserved local employment and maximized value recovery for the company's creditors and stakeholders.

Edward Kelly, director of Inca One, stated: "The completion of this sale represents an important step toward stabilizing the company. With the obligation to the secured creditor now completely satisfied, the directors of the company can now look to complete the restructuring of the company and find a new project."

Full details of the transaction are available in the material change report filed under Inca One's profile on SEDAR+.

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