3 June 2009

IncaGold plc (the 'Company')

Related Party Transaction

The Company announces that, further to the secured loan agreement with Fox Capital Limited ('Fox') announced on 30 May 2008, it has entered into an Amended Secured Loan Agreement with Fox whereby Fox has extended the facility made available to the Company to a total working capital facility of up to GBP100,000 to secure the Company's cash flow position in the near term. 

The Company has drawn down a total of GBP72,192.77, excluding interest and fees under the Amended Secured Loan Agreement. 

The principal terms are that, in addition to paying interest at a rate of ten percent above the base rate of Lloyds Bank Offshore Limited, the Company shall pay a fee to Fox of 25% of the maximum amount drawn down during the Loan Period which shall be paid to Fox on the Repayment Date. The Repayment Date is defined as the earlier of seven years from today's date or either when the loan is repaid in full or one month after a written repayment demand is received by the Company from Fox. 

As announced on 30 May 2008, the Company entered into a debenture agreement whereby any amounts owed to Fox that are outstanding and unpaid are secured on the Company's fixed and floating assets.

On the Repayment Date, Fox may elect to subscribe for new ordinary shares in the Company, converting the total amount of the loan outstanding together with any accrued interest and the fee described above at a subscription price equivalent to the mid market price on the close of business on the trading day that immediately precedes the date on which the funds were drawn down. 

Under AIM Rule 13, the Secured Loan Agreement constitutes a Related Party Transaction as Fox is a related party as defined in the AIM Rules for Companies because it is a substantial shareholder, and two of its directors, Roy Tilleard and Justin Martin, are directors of the Company. Jonathan Ely and Mike Evans, who are independent directors for these purposes, consider, having consulted with Zeus Capital Limited, the Company's nominated adviser, that the terms of the Amended Secured Loan Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

The Directors are continuing to progress the application which has been made to the FSA to become an authorised insurance broker. Once authorised, the Directors expect, shortly thereafter, to launch the Company's cosmetic surgery insurance policy business as outlined in the Circular to shareholders dated 3 October 2008.

Contact:

IncaGold plc   

Justin Martin, Director  

Tel: +44(0)1624 820040   

 Website: www.incagoldplc.com

Zeus Capital Limited
Ross Andrews

Tom Rowley   

Tel:   +44(0)161 8311512   

Website:  www.zeuscapital.co.uk