Compania Minera Milpo S.A.A. to Acquire Inca Pacific Resources Inc.

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UNITED STATES OF AMERICA. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE
A VIOLATION OF U.S. SECURITIES LAWS.


Inca Pacific Resources Inc. (TSX VENTURE:IPR)(BVLAC:IPR) ("Inca Pacific") and
Compania Minera Milpo S.A.A. (BVLAC:MILPOC1) ("MILPO") announce that they have
entered into a definitive arrangement agreement (the "Agreement") dated
September 5, 2011 with respect to a proposed acquisition by MILPO of all of the
issued and outstanding common shares of Inca Pacific (the "Transaction"). The
Transaction will be structured as a statutory arrangement under the provisions
of the Business Corporations Act (British Columbia).


Transaction Details

Under the terms of the Agreement, shareholders of Inca Pacific will be entitled
to receive C$0.61 in cash for each common share (each, a "Share") of Inca
Pacific held (the "Consideration"). The Consideration represents a 84.8% premium
to the closing price of the Shares on the TSX-V on August 31, 2011, being the
last day the Shares traded on the TSX-V prior to the date hereof, and a 132.4%
premium to the volume weighted average closing price of the Shares on the TSX-V
over the 30 trading days ended August 31, 2011. In addition, holders of options
to acquire Shares (each, an "Option") will be entitled to receive a cash payment
in respect of each Option held equal to the excess, if any, of C$0.61 over the
applicable exercise price of such Option. There are currently 56,647,728 Shares
and 1,444,198 Options outstanding. All out-of-the-money Options will be
cancelled.


Further details regarding the proposed Transaction shall be provided in a
management information circular (the "Circular") which will be mailed to holders
of the Shares and Options in connection with the special meeting to approve the
Transaction (the "Meeting"). Inca Pacific expects to complete and mail the
Circular in the coming weeks and plans to hold the Meeting in late October. The
Transaction is expected to close shortly thereafter.


Inca Pacific's officers and directors and certain arm's length holders of
Shares, representing in aggregate approximately 25.6% of the votes eligible to
be cast by holders of Shares and Options at the Meeting, have entered into a
lock-up and support agreement with MILPO whereby they have agreed to vote their
Shares and Options in favour of the Transaction.


Closing of the Transaction, as contemplated by the Agreement, is subject to a
number of conditions and approvals which include approval of at least 66 2/3% of
the votes cast by holders of Shares and Options at the Meeting, court approval
of the arrangement and the approval of all relevant regulatory authorities and
third parties. Inca Pacific has agreed not to solicit or initiate any discussion
regarding any other business combination or sale of material assets. Inca
Pacific has also granted MILPO a right to match any superior proposal made by a
third party and will pay a termination fee of C$1.25 million to MILPO if the
Agreement is terminated in certain events, including if Inca Pacific recommends
or approves a competing acquisition proposal or enters into an agreement with a
third party with respect to any acquisition proposal.


The board of directors of Inca Pacific has unanimously approved the Transaction
and will recommend the Transaction to the holders of Shares and Options in the
Circular. The board of directors of Inca Pacific has received an opinion from
Raymond James Ltd. that the Transaction is fair, from a financial point of view,
to the holders of the Shares.


Any current or future holders of 10% or more of the outstanding Shares may be
subject to Peruvian capital gains tax on a disposition of such Shares. Any such
persons are advised to consult with their tax advisors.


Blake, Cassels & Graydon LLP, Hernandez & Cia and Estudio Grau are acting as
legal counsel to Inca Pacific. TD Securities Inc. is acting as financial advisor
and McCarthy Tetrault LLP and Estudio Muniz, Ramirez, Perez-Taiman & Olaya are
acting as legal counsel to MILPO.


About Inca Pacific

Inca Pacific is a mineral exploration company with an experienced team dedicated
to preserving its rights and investment in a substantial copper/molybdenum
exploration project in Peru, seeing the project developed and evaluating
additional exploration opportunities in the project's district. 


About MILPO

MILPO is a Peruvian mining company headquartered in Lima and listed on the Lima
Stock Exchange. The company was founded in 1949 and is controlled by Votorantim
Metais Ltda.


MILPO is engaged in the exploration, development, and mining of zinc, copper,
lead, silver and gold. It operates four mines in Peru: the El Porvenir and the
Atacocha mines, located in Pasco; the Chapi mine, located in Moquegua, and the
Cerro Lindo mine, located in Ica. In addition, MILPO operates the Ivan mine and
refinery, located in Antofagasta, Chile. Also, MILPO has a strong pipeline of
exploration projects at different development stages and is working to expand
its operational footprint.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Certain information contained in this news release, including any information
relating to the proposed Transaction and Inca Pacific, may be deemed
"forward-looking". All statements in this news release, other than statements of
historical fact, that address events or developments that Inca Pacific expects
to occur, are considered "forward-looking information". These statements relate
to future events and reflect Inca Pacific's expectations regarding the
Transaction and the business prospects and opportunities of Inca Pacific. These
forward-looking statements reflect Inca Pacific's current internal projections,
expectations or beliefs and are based on information currently available to Inca
Pacific. In some cases forward-looking information can be identified by
terminology such as "may", "will", "should", "expect", "intend", "plan",
"anticipate", "believe", "estimate", "projects", "potential", or the negative of
those terms or other comparable terminology. Assumptions upon which such
forward-looking information (regarding completion of the Transaction) is based
include that Inca Pacific and MILPO will be able to satisfy the conditions in
the Agreement, that the required approvals will be obtained from the
securityholders of Inca Pacific, that all third party regulatory and
governmental approvals to the Transaction will be obtained and all other
conditions to completion of the Transaction will be satisfied or waived.
Although Inca Pacific believes that the forward-looking information contained in
this news release is based on reasonable assumptions, readers cannot be assured
that actual results will be consistent with such statements. Accordingly,
readers are cautioned against placing undue reliance on forward-looking
information. Inca Pacific expressly disclaims any intention or obligation to
update or revise any forward-looking information, whether as a result of new
information, events or otherwise, except in accordance with applicable
securities laws.


This news release and the information contained herein does not constitute an
offer of securities for sale in the United States and securities may not be
offered or sold in the United States absent registration or exemption from
registration.