overs over 32,000 hectares, is accessible by paved and secondary roads, and is located in the State of Jalisco, Mexico approximately 100km west of Guadalajara city and proximate to the municipality of Guachinango (see Figure 1 below). The Project is host to a historical (2025) mineral resource estimate of 399,265 ounces of gold equivalent at 1.47 g/t AuEq classified as indicated with an additional 650,046 ounces of gold equivalent at 1.43 g/t AuEq inferred (see Figure 2 below). This resource estimate is being treated by Luca as a historical estimate under National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and a Qualified Person (as defined in NI 43-101) has not done sufficient work to classify the historical estimate as a current mineral resource. The historical estimate should not be relied upon and is being shared strictly for informational purposes.

Dan Barnholden, Luca's CEO and Director, commented, "The acquisition of El Barqueño will be a highly strategic and accretive transaction for Luca. We are excited to add a high-quality, high-grade gold-silver-copper development project to our portfolio of mining assets in Mexico. This acquisition aligns with our growth strategy to use our specific in-country skills and experience to de-risk mining projects, adding value and realizing benefits for all stakeholders. Luca is uniquely positioned to create value at El Barqueño and we will use our expertise to advance permitting efforts at the Project, which we believe is amenable to both open-pit and underground mining methods."

"Furthermore, our exploration team is excited to evaluate the growth potential at El Barqueño with a large-scale, regional exploration focus. We look forward to building on Agnico Eagle's strong track record of community involvement, social governance and environmental stewardship at the Project, and we are pleased to add Agnico Eagle as a significant Luca shareholder."

Paul Gray, Luca's Vice President of Exploration, added, "El Barqueño is a property with excellent infrastructure, a first-class geologic and exploration database, and numerous high-priority targets that require follow up exploration. Upon receipt of exploration permits, Luca's exploration team is excited to build upon these substantial historic exploration efforts. We are confident that the El Barqueño property will yield many additional exploration discoveries over the coming years."

Transaction Summary and Timing

On closing, Luca will acquire 100% of the El Barqueño property (the "Transaction") from a Mexican subsidiary of Agnico Eagle. Consideration to be paid to Agnico Eagle in connection with the Transaction includes:

An initial payment of $10 million on closing of the Transaction to be satisfied through the issuance of common shares of Luca (the "Luca Shares").
Deferred consideration of up to $30 million through milestone-linked payments (the "Contingent Payments"). At the sole election of Luca, the Contingent Payments may be paid in cash or, subject to certain exceptions, through the issuance of Luca Shares at each milestone achievement date, or a combination of both. The Contingent Payments are payable as follows:
$15 million payable three (3) months following the commencement of the first drilling program at the Project; and
$15 million upon the achievement of commercial production at the Project.
Additional consideration of up to $20 million in production milestone-linked payments, comprised of: $5 million for every 100,000 gold equivalent ounces produced at the Project up to a maximum of 400,000 gold equivalent ounces.
A 2.0% net smelter return ("NSR") interest granted to Agnico Eagle on all metal production solely in respect of certain areas of the El Barqueño property which host currently defined mineral resources. Luca will have the right to repurchase one-half of the NSR (reducing the NSR to 1%) at any time for $12.5 million.
Closing of the Transaction is expected to occur in the fourth quarter of 2026, and is subject to the receipt of all required regulatory approvals, including approval from the Mexican Federal Economic Competition Commission and the TSX Venture Exchange ("TSXV"), and other customary closing conditions for a transaction of this nature.

El Barqueño Project Background

Agnico Eagle acquired the El Barqueño property through acquisitions of Cayden Resources and Soltoro Ltd. in 2014 and 2015, respectively. Agnico Eagle subsequently conducted approximately 225,000 metres of exploration drilling, primarily between 2015-2018. The overall historic exploration effort at El Barqueño totals approximately 300,000 metres of drilling. Mineralized deposits have been defined at the following areas (see Figures 2 and 3 below): Azteca-Zapoteca-Cuauhtémoc, Angostura, Peña de Oro, and Socorro (Northern deposits) and El Rayo, Soledad, Bolas and Highway (Southern deposits). The Northern deposits at the El Barqueño property are subject to existing NSR royalties averaging 3.7%. The Southern deposits are not subject to any pre-existing NSR royalties.

Local geology at the El Barqueño property includes a shallow dipping sequence of Cretaceous to Paleocene volcanic rocks as well as monzodiorite and diorite intrusives. The main mineralization style at the El Barqueño deposits is vein-breccia mineralization demonstrating sub-planar brecciated structures containing abundant fragments of quartz veins. Multi-stage crustiform quartz vein structures, stockwork breccias and fault-vein mineralization are also observed. Sulphide assemblages include pyrite, chalcopyrite, galena, sphalerite and chalcocite.

The El Barqueño property is not currently permitted for exploration drilling due to the existence of the Jalisco Regional Ecological Territorial Planning Program ("POETR") which covers portions of the Project (the "Concessions"). A direct amparo proceeding has been instituted before the Fourth District Court for Administrative Matters in the State of Jalisco regarding the application of the POETR on the relevant Concessions, which were granted prior to the creation of the POETR (the "Amparo"). An Amparo proceeding is a well-established legal process in Mexico through which acts or omissions of government authorities may be challenged on constitutional grounds. Luca is working with Agnico Eagle regarding the ongoing Amparo and intends to continue pursuing a legal pathway to address the application of the POETR to the project. Luca looks forward to a successful resolution to the POETR and the re-confirmation of the exploration and development pathway for El Barqueño, which will allow the Project to deliver substantial economic and social benefits to the State of Jalisco and local host communities.