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Luca Mining Corp
Symbol LUCA
Shares Issued 275,659,153
Close 2026-09-25 C$ 1.13
Market Cap C$ 311,494,843
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Luca Mining receives equity commitment from Goldgroup

2026-09-28 14:14 ET - News Release

Mr. Dan Barnholden reports

LUCA MINING ANNOUNCES BINDING EQUITY COMMITMENT FROM GOLDGROUP MINING INC.

Luca Mining Corp., further to its news release dated Sept. 21, 2026, where Luca announced, among other things, a $110-million bought deal private placement of subscription receipts of the company, has entered into a binding commitment with Goldgroup Mining Inc., pursuant to which Goldgroup will participate in the brokered offering for gross proceeds of $75-million (U.S.), or such other amount representing a 19.9-per-cent ownership interest in Luca on a non-diluted pro forma basis after giving effect to the transaction (as defined below). Trafigura Pte. Ltd. and Goldgroup have agreed that the financing commitment replaces the $75-million equity backstop previously provided by Trafigura. The net proceeds from the brokered offering will be used to finance a portion of the cash consideration for the acquisition of the Cozamin mine.

Each subscription receipt to be held by Goldgroup will be convertible into one common share of Luca on the earlier of: (i) the satisfaction of all escrow release conditions, including, among other things, the completion or satisfaction of all conditions precedent for the transaction and the receipt of all required corporate and regulatory approvals in connection with the transaction; and (ii) Goldgroup's election to convert the subscription receipts into Luca shares, provided that such conversion does not result in Goldgroup holding more than 19.9 per cent of the issued and outstanding Luca shares on a non-diluted basis, or Luca having to obtain shareholder approval for the brokered offering, in accordance with applicable securities laws or stock exchange policies. The terms of the brokered offering otherwise remain as set forth in the Sept. 21, 2026, news release.

In connection with the financing commitment, Luca also agreed to provide Goldgroup with certain investor rights once and for so long as Goldgroup beneficially owns at least 10 per cent of the outstanding Luca shares. The investor rights include the right to nominate two directors to the company's board of directors and equity participation and anti-dilution rights, subject to certain conditions.

Closing of the brokered offering, including Goldgroup's participation therein and the grant of the investor rights, remains subject to, among other things, the approval of the TSX Venture Exchange.

About Luca Mining Corp.

Luca Mining is a Canadian mining company with two wholly owned mines located in the prolific Sierra Madre mineralized belt in Mexico. These mines produce gold, copper, zinc, silver and lead, generating strong cash flow. Both mines have considerable development and resource upside, as well as significant exploration potential.

The company's Campo Morado mine hosts VMS-style (volcanogenic massive sulphide), polymetallic mineralization within a large land package comprising 121 square kilometres. It is an underground operation, producing zinc, copper, gold, silver and lead. The mine is located in Guerrero state.

The Tahuehueto mine is a large property of over 100 square kilometres in Durango state. The project hosts epithermal gold and silver vein-style mineralization. Tahuehueto is a newly constructed underground mining operation producing primarily gold and silver. Luca has successfully commissioned its mill and is now in commercial production at Tahuehueto.

On Sept. 17, 2026, Luca announced that it entered into an agreement to acquire the El Barqueno project, which is expected to close in Q4 (fourth quarter) 2026, subject to receipt of regulatory approvals and customary closing conditions. The El Barqueno project is a large-scale exploration and development property covering over 32,000 hectares in Jalisco state. Previously operated by Agnico Eagle, the El Barqueno project is located approximately 100 kilometres west of Guadalajara and is accessible by paved and secondary roads. El Barqueno hosts a historical 2025 mineral resource estimate of 399,265 ounces of gold equivalent at 1.47 grams per tonne (g/t) gold equivalent (AuEq) in the indicated category, with an additional 650,046 ounces at 1.43 g/t AuEq in the inferred category. Following closing, Luca plans to advance permitting to enable exploration drilling and development studies.

On Sept. 21, 2026, Luca announced that it entered into an agreement with Capstone Copper Corp. to acquire 100 per cent of the Cozamin mine in Zacatecas, Mexico, for total upfront consideration of $290-million and up to an additional $95-million in deferred and contingent consideration. The Cozamin mine is a long-standing, cash-generating underground copper-silver mine with 20 years of continuous production. Based on current consensus estimates, the transaction is expected to more than double Luca's 2027 production profile, increase cash flow generation, and increase the company's exposure to copper and silver. The transaction also expands Luca's operating footprint into Zacatecas, one of Mexico's most productive mining regions.

The Cozamin mine has a long operating history and a historical mine plan supporting mine life through 2030, based on historical mineral reserve estimates disclosed by Capstone. Luca intends to undertake an extensive program of resource validation and exploration following closing, with the objective of extending mine life and demonstrating the long-term free cash flow generation potential of Cozamin. Luca has not adopted the historical mine plan and intends to develop an updated mine plan following completion of its review and verification of the historical technical information.

We seek Safe Harbor.

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