Element79 Gold Corp Signs Revised Agreement for Lucero Project Sale

Element79 Gold Corp. has signed a definitive share purchase agreement for the staged sale of its interest in the Lucero gold-silver project in Arequipa, Peru. The agreement, signed on November 9, 2026, with 1588425 B.C. Ltd. (the “Purchaser”), marks a significant shift from the binding memorandum of understanding (MOU) dated June 10, 2026. The MOU had initially contemplated the sale of 100% of the shares of Minas Lucero del Sur S.A.C. for a total consideration of US$2,000,000. However, the new share purchase agreement (SPA) restructures the transaction into an initial sale of a 35% interest, followed by an option over the remaining interest, with the total consideration remaining US$2,000,000 if the option is exercised.

At the initial closing, the Purchaser, a privately-held Canadian company, will acquire a 35% interest in Calipuy Resources Inc. (“Calipuy”), a wholly-owned subsidiary of Element79 that holds 99.9% of Minas Lucero del Sur S.A.C. (“MLDS”), the holder of Lucero. This interest represents an indirect 34.965% interest in MLDS. The US$700,000 initial purchase price includes a US$300,000 non-refundable deposit already paid and US$400,000 payable at closing. The Purchaser has until January 31, 2027, to exercise its option to acquire the remaining 65% interest in Calipuy for an additional US$1.3 million. Element79 may also receive a share of net profits above a specified threshold on qualifying resales agreed within 18 months after the initial closing.

Under a fifth amendment to the original Lucero acquisition agreement, signed on November 9, 2026, US$100,000 has already been paid, with US$200,000 due on the first instalment and US$800,000 due by February 12, 2027, subject to earlier acceleration. Element79 remains jointly and severally liable to Condor Resources Inc. (“Condor”) with Calipuy and MLDS for these payments regardless of whether the sale closes. The SPA also sees the Purchaser assuming the Condor obligations from the initial closing, subject to the allocation of US$1.1 million of the purchase price toward those obligations. After giving effect to that allocation, Element79 expects to retain net proceeds of approximately US$700,000.

The initial closing remains subject to the conditions in the sale agreement, including the execution of the royalty assumption agreement and satisfaction or waiver of the applicable royalty notice requirement. Element79 Gold Corp. is a mining company focused on the exploration and development of high-grade gold and silver assets. The company continues to advance its Nevada-focused exploration portfolio, including the Gold Mountain and Elephant projects along the Battle Mountain trend, while also evaluating strategic opportunities to maximize shareholder value through disciplined capital allocation and asset optimization initiatives.