VANCOUVER, BC, Aug. 4, 2022
/CNW/ - Zacapa Resources Ltd. (TSXV: ZACA) (OTCQB: ZACAF)
(DE: BH0) ("Zacapa" or the "Company") has been requested by OTC
Markets Group Inc. ("OTC Markets") to issue this statement about
promotional activity concerning its common shares (the "Common
Shares").
On July 28, 2022, OTC
Markets informed the Company that it became aware of certain
promotional activities concerning the Company and the Common Shares
that trade on the OTCQB Marketplace, related to the distribution of
promotional newsletter e-mails published by The National Inflation
Association. The publications also contained links to marketing
materials, such as Zacapa's current investor
presentation.
GRA Enterprises LLC ("GRA") of North Carolina, is a third-party investor
marketing and advertising firm retained directly by Zacapa and
which was responsible for the distribution of the promotional
newsletter e-mails published by The National Inflation Association.
Zacapa's management and officers did not create, review or approve
of the content distributed but Zacapa does not believe the
statements in the promotional newsletter e-mails are false or
misleading. Zacapa did not have editorial control over the
content.
GRA was retained for a 12-month term that expires on
July 20, 2023, at an upfront fee of
US$100,000. The agreement remains
subject to the approval of the TSX Venture Exchange (the "TSXV")
and this disclosure is made in accordance with the requirements of
the TSXV Policy 3.4. GRA and Zacapa are at arms-length and GRA has
no interest, directly or indirectly, in Zacapa or its securities
but may purchase securities in Zacapa from time to time for
investment purposes in the future.
GRA provides fee-based marketing services to TSX Venture
Exchange listed companies through email distribution
lists, blog posts and social media. GRA will provide Zacapa
services specifically related to the distribution and exposure of
news related to the advancement of Zacapa's South Bullfrog Gold
Project. The Company understands this promotional
activity coincided with increased trading activity in the Common
Shares beginning on July 27,
2022.
The company has had previous engagement over a 12-month
period with additional third party providers who have provided
various investor relations, marketing and awareness campaigns
including Native Ads. The company is still currently
under contract with RB Milestone Group, and GRA.
None of the Company's directors, officers, controlling
persons, or any controlling shareholders (defined as shareholders
owning 10% or more of the Company's securities), have, directly or
indirectly, been involved in any way, including with the creation
or distribution of the promotional email distributed by GRA,
related to the Company and its securities. The company did,
however, issue an upfront payment directly to GRA as per the
contract dated July 20,
2022.
The Company independently confirms that no Company
officer, director, controlling shareholder, or third-party service
provider, has sold any Company securities during the previous 90
days.
The OTC Markets has further requested that the Company
state whether it has issued any Common Shares or convertible
instruments allowing conversion to equity securities at prices
constituting a discount to the current market rate at the time of
the issuance. The Company represents, as disclosed in its public
filings on SEDAR, that since listing on the TSXV on January 26, 2022 it is has not issued any Common
Shares at a discount to the market price at the time of the
offering.
About Zacapa Resources
Zacapa is a copper and gold focused mineral exploration
company engaged in responsible exploration for the new energy
economy. Its projects are concentrated in world class jurisdictions
in the southwest U.S., including Arizona, Nevada, and Idaho. The portfolio includes porphyry copper
projects at Red Top, Pearl, and Dewdrop Moon, and epithermal gold
projects at South Bullfrog and Miller
Mountain. These assets are being advanced by a highly
disciplined and seasoned professional team with successful track
records of discovery, resource development and mine
permitting.
On behalf of the Board of Directors,
"Adam
Melnik"
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 release.
Forward Looking Statements – Certain information set
forth in this news release may contain forward-looking statements
that involve substantial known and unknown risks and
uncertainties. All statements within, other than statements
of historical fact, are to be considered forward looking. Although
Zacapa believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results or
developments may differ materially from those in forward-looking
statements. Zacapa cautions that all forward-looking statements are
inherently uncertain, and that actual performance may be affected
by a number of factors, many of which are beyond Zacapa's control.
Accordingly, actual and future events, conditions and results may
differ materially from the estimates, beliefs, intentions and
expectations expressed or implied in the forward-looking
information. Readers are advised to rely on their own evaluation of
such uncertainties. Except as required under applicable securities
legislation, Zacapa undertakes no obligation to publicly update or
revise forward-looking information.
SOURCE Zacapa Resources