ZACAPA RESOURCES WILL COMPLETE INITIAL PUBLIC OFFERING

VANCOUVER, BC, Jan. 24, 2022 /CNW/ - Zacapa Resources Ltd. (TSXV: ZACA) ("Zacapa" or the "Corporation") is pleased to announce that it has received the receipt for its final prospectus which was filed with the securities commissions in the provinces of British Columbia, Alberta, and Ontario on January 18, 2022 in connection with the offering of 1,660,000 subscription receipts which will automatically convert to common shares (the "Common Shares"). Zacapa has also received conditional acceptance from the TSX Venture Exchange (the "Exchange") to list its Common Shares on the Exchange, subject to the satisfaction of standard listing conditions. The Corporation will complete its initial public offering (the "Initial Public Offering") of Common Shares and will commence trading on the Exchange on January 26, 2022 under the stock symbol ZACA.

Following completion of the Initial Public Offering, Zacapa will have 50,153,280 Common Shares issued and outstanding, of which 8,670,000 are subject to escrow and will be released in tranches over 36 months in accordance with the policies of the Exchange. A further 23,200,000 Common Shares will be subject to escrow and will be released in tranches over 12 months. All funds which were held in escrow in connection with the subscription receipts will be released to the Corporation on or before January 26, 2022 by the transfer agent.

Zacapa has 4,550,000 stock options outstanding, all of which have been granted to directors, officers, consultants or employees, with each such option exercisable to acquire one Common Share at a price of $0.50 until January 26, 2027. The board of directors of the Corporation consists of Ian Slater, Jay Sujir, Marc Boissonneault, James Hynes, and Adam Melnik. Mr. Melnik is also the CEO, Lisa Peterson the CFO, Tim MacIntyre, PhD, the Vice President Exploration, and Melissa Martensen the Corporate Secretary.

Engagement of Investor Relations Services

Zacapa announces they have entered into a consulting service agreement dated May 18, 2021 that commences at the Initial Public Offering (the "Engagement"), with RB Milestone Group LLC ("RBM") to provide investor relations consulting services. Under the Engagement, RBM was paid an initial cash fee of US$95,245 and will render services for a 12-month period, with the arrangement renewable by agreement between Zacapa and RBM. More specifically, RBM will provide corporate communications advisory, non-deal roadshow advisory, market intelligence advisory and business referrals. RBM has no other relationship with Zacapa other than as set out in the Engagement.

About Zacapa Resources Ltd.
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.

For more information, please visit www.zacaparesources.com. All documents are available on Zacapa's profile page on SEDAR at www.sedar.com.

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. This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. In particular, but without limiting the foregoing, this news release contains forward-looking statements that pertain to the listing of the Common Shares on the Exchange, the engagement and services provided by RBM, the use of funds and Zacapa's strategy. 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. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions and regulatory and administrative approvals, processes and filing requirements. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.

SOURCE Zacapa Resources

Adam Melnik, Chief Executive Officer, [phone], [email protected]