Mr. Michael Smith reports

ELEMENT79 GOLD ANNOUNCES FOURTH AMENDMENT TO LUCERO PURCHASE AND SALE AGREEMENT WITH CONDOR RESOURCES

Element79 Gold Corp. has reached an agreement with Condor Resources Inc. to restructure the remaining payment terms of the company's acquisition of the Lucero project in the Chachas district of Arequipa, Peru. The revised terms are set out in a fourth amendment to the purchase and sale agreement between the parties dated Dec. 21, 2020.

Element79 is acquiring Lucero through its wholly owned subsidiary, Calipuy Resources Inc., which is purchasing the shares of Minas Lucero del Sur SAC, the Peruvian operating entity that owns the project.

Highlights:

• Cures the overdue $1.1-million (U.S.) payment that fell due to Condor on June 30, 2025, through a $100,000 (U.S.) non-refundable deposit on signing and $1-million (U.S.) at closing;
• Closing targeted for Aug. 31, 2026, subject to customary conditions and regulatory approvals;
• Two clear settlement routes for the balance of the consideration: an accelerated payment of $4.05-million (U.S.) by July 31, 2027, or four milestone-linked payments totalling $6-million (U.S.);
• Milestone payments track the project's actual development path -- community agreement, permitting, mill development and production -- with fixed outside dates in 2028, 2029, 2031 and 2033;
• Condor's security position is unchanged; the existing pledge over the MLDS shares remains in place until Element79's obligations are paid and performed in full.

Summary of the fourth amendment

Curing the outstanding payment

Element79 will pay Condor a non-refundable deposit of $100,000 (U.S.) on signing, followed by $1-million (U.S.) at closing. Together, these payments cure the $1.1-million (U.S.) instalment that fell due on June 30, 2025. Closing is targeted for Aug. 31, 2026.

Settling the remaining consideration

The balance of the consideration owing under the agreement may be satisfied under either of two alternatives:

1. Plan A: Element79 may pay $4.05-million (U.S.) on or before July 31, 2027. This amount is consistent with the final cash payment that would have been payable under the high-gold-price escalator in the original agreement.
2. Plan B: If Plan A is not completed, Element79 will instead make four milestone-linked payments totalling $6-million (U.S.). Each becomes due on the earlier of the corresponding project milestone or a fixed outside payment date.

Project milestone                                      Outside payment date

Registration of a community agreement                                  2028                
Issuance of the initiation of activities permit                        2029                
Commencement of mill development                                       2031                
Completion of the mill or commencement of production                   2033                

The outside payment dates apply whether or not the corresponding milestone has been achieved, and are not subject to force majeure.

Security and conditions to closing

The pledge of the MLDS shares granted in favour of Condor under the original agreement remains in full force and effect, and will continue to secure Element79's obligations until those obligations have been fully paid and performed.

Closing of the fourth amendment remains subject to customary conditions, including Condor's receipt of the $100,000 (U.S.) deposit and the $1-million (U.S.) closing payment, together with applicable corporate authorizations and regulatory approvals.

A defined path forward at Lucero

The restructuring replaces a single overdue obligation with a defined schedule and ties a significant portion of the remaining consideration to the project's advancement rather than to a fixed calendar alone. Under Plan A, Element79 can retire the balance in a single payment in 2027. Under Plan B, payments fall due as community, permitting, development and production milestones are reached, subject to backstop dates.

The amendment follows the company's previously disclosed force majeure notice in respect of Lucero and reflects a constructive negotiation between the parties on terms that reflect the project's realistic development timeline.

Management commentary

Michael Smith, chief executive officer of Element79, commented: "This agreement gives Element79 a clear, defined path forward on the remaining acquisition obligations at Lucero. It lets us cure the outstanding June, 2025, payment and reset the balance of the consideration against the way the project will actually be developed -- community agreements first, then permitting, then construction and production.

"Lucero remains an important asset for Element79, and resolving the legacy payment structure removes a significant overhang as we determine the right way to advance it. We thank Condor for working constructively with us to reach terms that give both parties certainty."

About the Lucero project

The Lucero project is located in the Chachas district of Arequipa, Peru, and comprises the past-producing Shila mine and surrounding mineral concessions. Element79 continues to evaluate the optimal strategy for advancing Lucero, including the community engagement, permitting, technical and development requirements necessary to support future project activities.

About Element79 Gold Corp.

Element79 is a mining company focused on the exploration, acquisition and development of high-grade gold and silver assets in Peru and the United States. Its principal asset is the past-producing Lucero project in Arequipa, Peru. The company also holds the Elephant and Gold Mountain projects in the Battle Mountain district of Nevada.

The company's common shares trade on the Canadian Securities Exchange under the symbol ELEM, on the OTCQB market under the symbol ELMGF and on the Frankfurt Stock Exchange under the symbol 7YS0.

We seek Safe Harbor.