LUCA ANNOUNCES AGREEMENT TO ACQUIRE EL BARQUENO FROM AGNICO EAGLE

Luca Mining Corp. has entered into a definitive asset purchase agreement to acquire 100% of the El Barqueño property from a Mexican subsidiary of Agnico Eagle Mines Limited. The consideration for the deal includes an initial payment of $10 million payable in Luca common shares. Deferred milestones totaling up to $30 million are also part of the agreement, consisting of $15 million payable three months after the commencement of the first drilling program and another $15 million upon reaching commercial production. These deferred payments can be made in cash or shares at Luca’s election.

Additionally, the agreement includes production-linked payments of up to $20 million, calculated at $5 million for every 100,000 AuEq produced, with a maximum cap of 400,000 AuEq. Luca will also receive a 2.0% net smelter return (NSR) on areas hosting currently defined mineral resources, with the right to repurchase half of the NSR down to 1% for $12.5 million. Through the initial share consideration, Agnico Eagle will become a significant shareholder in Luca.

The El Barqueño property spans more than 32,000 hectares in Jalisco, Mexico, located approximately 100 km west of Guadalajara. It holds a historical 2025 resource estimate of 399,265 oz AuEq indicated at 1.47 g/t and 650,046 oz AuEq inferred at 1.43 g/t. Luca explicitly treats this data as historical and not current, stating it should not be relied upon.

The property is not currently permitted for exploration due to the Jalisco Regional Ecological Territorial Planning Program, or POETR, and a direct amparo proceeding is ongoing. Closing is expected in Q4 2026, subject to approvals from the Mexican Federal Economic Competition Commission and the TSX Venture Exchange.

Luca Mining Corp. (LUCA) has acquired the El Barqueño project from Agnico Eagle, marking the first public disclosure of the transaction. The deal adds a historical resource of 1,049,311 oz AuEq to the company’s portfolio, though the deposit is not a current NI 43-101 resource, holds no reserves, and is not permitted for exploration.

The financial structure of the acquisition limits immediate cash outlay, as the initial $10 million payment is share-settled. Contingent payments will only trigger future dilution or cash obligations if specific milestones are achieved. However, the presence of a royalty stack and low historical grades temper the project’s near-term economic appeal.

Luca Mining Corp. operates two wholly owned underground mines in Mexico: Campo Morado in Guerrero, which produces zinc, copper, gold, silver, and lead from a VMS-style deposit, and Tahuehueto in Durango, which produces gold and silver from epithermal veins. Both mines are in commercial production. The El Barqueño acquisition adds a development-stage gold-silver-copper project in Jalisco, Mexico, featuring a large land package and historical resources, though it currently holds no permit or reserve.