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President's Message

To Our Shareholders;

At the beginning of 2012 we committed to an aggressive exploration plan with a goal to grow total gold resources within the company, and specifically at our flagship Crucero Gold Project. We were able to deliver positive results and meet those objectives.

Exploration success and project acquisition during 2012 provided an increase of 78% in total gold resource ounces for Lupaka Gold. A significant portion of that resource increase was realized by our merger with Andean American Gold in October 2012, and being able to bring the Invicta Gold project in Peru onto the Lupaka Gold resource schedule. Organic exploration at the Crucero Gold project was also a success, growing that resource by 22% as a result of drilling throughout 2012.

I am once again impressed by and thankful to our team of professionals in Peru and Canada, for their dedication, hard work and creativity to make this happen.

2012 Exploration Results - Resource growth and focused programs

With teamwork and effort, we:

- Increased estimated resource ounces within Lupaka Gold by 78%;
- Completed the merger with Andean American Gold in October 2012, providing the company with $13 million in cash, project diversification and trading liquidity with a new retail shareholder base;
- Drilled 8,257 metres total at the flagship Crucero Gold property, including approximately 600 metres of exploration drilling outside of the existing resource envelope;
- Closed the purchase of the 40% minority interest of our Peru subsidiary, thereby consolidating our 100% ownership in the Crucero Gold Project;
- Finished the year with an excellent environmental, remediation and safety record - our team in Peru has worked hard to improve our first aid training, response capability and safety awareness including providing the local families with basic medical aid.

Resource growth at Lupaka Gold over the last three years is impressive:


Total Crucero resource. March 2013 updated resource is capped and calculated at a cut-off grade of 0.4 g/t (31.4mm tonnes at an average capped grade of 1.01 g/t in the indicated category and 37.2 mm tonnes at an average capped grade of 1.00 g/t in the inferred category).
- Metal prices assumed for the gold equivalent calculation are US$1,500/oz for gold, US$32.50/oz for silver, US$3.90/lb for copper, US$1.05/lb for lead and US$1.00/lb for zinc.


The estimated gold resources at Crucero have been defined with approximately 23,000 total metres of drilling solely in the A-1 Zone. Our discovery rate in 2012 at Crucero was 59 ounces per metre drilled, and our 2012 discovery cost was less than $6.00 per ounce. We have been able to implement our business plan and deliver exceptional performance metrics within the gold exploration sector.

93% of our drill metres this year were dedicated to growing the existing resource at the Crucero A-1 Zone. Due to the success that we have had growing the resource at A-1, we have still not materially drill tested the 10 other anomalous exploration areas identified at Crucero. Fundamental field work is ongoing with a goal to identify high-probability drill targets and yield important geologic information to assist us in discovering the next gold resource zone at Crucero.

People and Relationships - The keys to sustainable prosperity

The importance of good community relations for long-term success cannot be overemphasized. A significant portion of our energy and effort in Peru is directed toward building and maintaining good community relationships.

Peru is a wonderful country with a rich mining economy and heritage. We are fortunate to be able to work there. While we do represent Canadian business interests, we work within a framework of respect for Peruvian culture, law and traditions. Communities in Peru have expectations to be treated with fairness, honesty, openness and respect. We strive hard to live up to those expectations.

In addition, our Peru exploration activities are conducted entirely by Peruvian staff. Lupaka Gold has been able to attract qualified, experienced Peruvian exploration professionals that do an excellent job representing us to local stakeholders. We have no full-time expatriates in Peru.

Lupaka has committed to provide local infrastructure improvements, education assistance, basic medical care, sustainable business incentives, and other programs.

2013 Year Ahead - Focus on fundamentals and respond to market opportunities

As I stated last year, we are pleased with our accomplishments but, we are not content. The current equity market for junior explorers is challenging unlike any historically seen. Lupaka Gold is unique among our competitors in that we have a synergistic combination of good gold projects, cash and excellent professional staff. These market conditions have a cleansing effect in our sector, and this creates business development and growth opportunities. We are prepared to take advantage of opportunities that make sense for Lupaka Gold.

Among the projects and companies that come to our attention, we see no better exploration opportunity than that which exists at our Crucero Gold project. Crucero still has all of the hallmarks to become a significant gold district, and we will focus the majority of our exploration efforts on delivering the full value of Crucero for Lupaka stakeholders. However, project review and business development will play a larger role in 2013 as more and better opportunities present themselves. We intend to be cautious but must evaluate and take advantage of opportunities as they come available - 2013 could present prospects unlike any market we have previously seen.

We have restructured our team by adding experienced professionals, and we are well positioned to implement our exploration plans and capitalize on business development opportunities.

Community relations will continue to be a major focus for our Peru team as we build trust and respect with our local communities and families in Peru.

I remain very excited about the future and the opportunities for Lupaka Gold. The fundamentals of the Company are solid.

Our vision:

• Deliver the full exploration potential of the Crucero Gold project in Peru;
• Develop a new property within a new Peruvian gold district;
• Leverage our unique experience, skills and relationships to grow our exploration pipeline throughout South America.

Our values:

Create additional opportunities in Peru and South America by delivering positive results through:

• Operating safely, with environmental and social responsibility;
• Acting with honesty and integrity to gain trust and respect from all stakeholders;
• Encouraging and implementing creative exploration solutions;
• Actively listening and developing open and transparent communication with local communities and stakeholders in Peru.

Again, we will demonstrate that our vision and values can create long-term, sustainable and repeatable value to shareholders. We intend to explore and operate in Peru and throughout South America for a long time to come, and our success at Crucero will be the defining benchmark that enables us to realize on that intention.

We thank you for your support of Lupaka Gold.


Eric Edwards
President and CEO

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