Mr. Chris Buncic reports

CONDOR AND ELEMENT79 AGREE ON RESTRUCTURED TERMS FOR LUCERO PROJECT

Condor Resources Inc. has reached agreement with Element79 Gold Corp. on a comprehensive restructuring of the payment terms relating to the Lucero project in Chachas, Arequipa, Peru. Element79, through its wholly owned subsidiary, Calipuy Resources Inc., is acquiring the shares of Minas Lucero del Sur S.A.C., the Peruvian operating entity that owns the Lucero project.

The amended terms are set out in a fourth amendment to the Dec. 21, 2020, purchase and sale agreement.

Summary of the fourth amendment

Under the fourth amendment, Element79 will:

• Cure the overdue $1.1-million (U.S.) payment that fell due to Condor on June 30, 2025, by way of a $100,000 (U.S.) non-refundable deposit on signing, with the $1-million (U.S.) balance paid at closing, targeted for Aug. 25, 2026;
• Pay the remaining consideration owing under the agreement by one of two paths:
  • Plan A: payment of $4.05-million (U.S.) on or before July 31, 2027, consistent with the final cash payment that would have been payable under the high-gold-price escalator in the original agreement;
  • Plan B (default if plan A is not paid): four milestone-linked payments totalling $6-million (U.S.), each payable on the earlier of a defined project milestone (community agreement registration, issuance of the initiation of activities permit, commencement of mill development, and mill completion or commencement of production), and a fixed outside date in 2028, 2029, 2031 and 2033, respectively. The outside dates apply whether or not the underlying milestone has occurred and are not subject to force majeure.

The MLDS share pledge granted in favour of Condor under the original agreement remains in full force and effect and continues to secure all of Element79's obligations until paid and performed in full.

Closing of the fourth amendment is subject to customary conditions, including receipt of the $100,000 (U.S.) deposit and the $1-million (U.S.) closing balance, and certain corporate authorizations and regulatory approvals

Chris Buncic, president and chief executive officer of Condor, commented: "We are very pleased to have the Lucero deal back on a clear, secured path forward. The fourth amendment cures the overdue June, 2025, payment in cash, locks in a defined timetable for the remaining consideration and preserves Condor's security throughout. The proceeds Condor expects to receive under this agreement will allow us to continue advancing our own portfolio of high-quality exploration projects in Peru, including our flagship Pucamayo property and our high-grade silver discovery at Huinac Punta. After working through the terms with Element79, we've arrived at a restructured arrangement and we'll be watching the Lucero project's progress with interest."

About Condor Resources Inc.

Condor Resources is a precious and base metals exploration company focused on its portfolio of projects in Peru. The company's flagship project, Pucamayo, is an 85-square-kilometre property containing a high-sulphidation epithermal system with disseminated precious metals mineralization with a large lithocap alteration visible at surface. The Huinac Punta project, a 7,200-hectare property in Huanuco, Peru, has the potential to host a large CRD-style (carbonate replacement deposit) silver-dominant polymetallic mineralized body with the potential for discovery of a bulk-tonnage silver and base metals deposit. The company has also optioned the Cobreorco project, which targets gold-copper skarn and porphyry-style mineralization to a subsidiary of Teck Resources Ltd. The company's award-winning exploration team in Peru has a long history of success in discovering and advancing high-quality exploration projects and managing the social aspects of its exploration activities.

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