Mr. Dan Barnholden reports

LUCA MINING ANNOUNCES ACQUISITION OF THE COZAMIN MINE, CREATING A LEADING POLYMETALLIC PRODUCER

Luca Mining Corp. has entered into a definitive share purchase agreement dated Sept. 21, 2026, with Capstone Copper Corp., an arm's-length party, 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. All dollar amounts in this news release are in U.S. dollars, unless otherwise specified.

Luca will host a conference call and webcast to discuss the transaction commencing at 10 a.m. Eastern Time/7 a.m. Pacific Time on Sept. 21, 2026. Details are provided at the end of this news release.

Cozamin 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.

Cozamin 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 the project. 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.

The transaction is expected to provide Luca with increased cash flow to support future growth initiatives, including the recently announced acquisition of the El Barqueno project from Agnico Eagle, the Campo Morado expansion and other strategic opportunities.

Transaction highlights:

• More than doubles near-term production, with the combined company expected to generate net revenue of approximately $598-million in 2027 versus Luca's 2025 net revenue of $177-million and operating cash flow of approximately $223-million in 2027 versus Luca's 2025 operating cash flow of $37-million;
• Highly accretive to Luca's operating cash flow per share (CFPS), with consensus estimates indicating a 93-per-cent increase from 22 cents per share to 42 cents per share with the addition of Cozamin;
• Increase in free cash flow per share, with consensus estimates indicating an approximately $139-million, or 28-cent-per-share, improvement in unlevered free cash flow in 2027, from negative $12-million, or four cents per share, to $127-million, or 24c ents per share, with the addition of Cozamin;
• Adds a proven, cash-generating operating asset with 20 years of continuous production and a historical reserve-based mine plan extending to 2030;
• Established and permitted operation with long-standing community agreements and significant existing infrastructure, including the recently completed paste backfill and filtered tailings systems;
• Strategic fit in Luca's existing Mexico-focused portfolio with opportunity to leverage existing local Mexican operating expertise, permitting knowledge and stakeholder relationships;
• Potential for mine-life extension, resource upside and operational optimization supported by a large historical resource base, extensive exploration opportunities across known mineralized systems and multiple underexplored targets, increased use of long-hole mining, and Luca's planned increased investment in exploration and resource definition following closing;
• Expands Luca's exposure to copper, positioning the company to benefit from anticipated long-term copper demand growth while retaining significant exposure to silver and precious metals;
• Potential to restart the existing zinc flotation circuit, providing operational flexibility to respond to improving zinc market conditions;
• Strengthens Luca's ability to internally finance growth, with incremental cash flow from Cozamin expected to support future investment in the recently announced El Barqueno project, the Campo Morado expansion and other strategic initiatives;
• Enhanced scale and capital markets presence backed by strategic investors, supported by greater scale, stronger cash flow, and addition of several key strategic equity shareholders including Capstone ($15-million), Wheaton Precious Metals Corp. ($25-million) and Taurus Mining Finance Fund No. 3 ($15-million), with a $75 million equity backstop provided by Trafigura Pte. Ltd.;
• Attractive transaction structure from a Mexican tax perspective, with no VAT (value-added tax) payable in connection with the transaction.

Dan Barnholden, Luca's chief executive officer and director, commented: "The acquisition of Cozamin represents a transformational step for Luca. We are acquiring a long-standing, cash-generating underground mine with established infrastructure, a strong operating history and significant remaining mineral potential, while materially increasing our production and cash flow profile. We are also very pleased to welcome a number of significant new shareholders to the Luca register, including Capstone, Wheaton and Taurus, with a notable equity backstop being provided by Trafigura. We greatly appreciate their support and confidence in Luca and this transaction.

"In particular, we would like to thank Capstone for trusting us to continue their legacy of positive community relations, environmental stewardship and operational excellence at Cozamin. We look forward to welcoming the employees who make up the Cozamin team to Luca and we are excited to work alongside our new colleagues.

"We are particularly excited about the exploration potential at Cozamin. The mine has consistently replaced depletion through nearly two decades of production, yet substantial portions of the mineralized systems remain open and underexplored. Our objective will be to build on that foundation, prepare updated mineral resources and mineral reserves, and extend the mine life well beyond the historical 2030 mine plan.

"The transaction also strengthens Luca's ability to fund its broader growth strategy. With Cozamin's cash flow alongside our existing operations, we expect to have greater financial flexibility to advance El Barqueno, the Campo Morado expansion, and other opportunities while continuing to invest in exploration and operational improvements across the portfolio."

Cozamin background

Capstone acquired its initial interest in Cozamin in 2003, earning a 90-per-cent interest in December, 2005, and bringing the mine into commercial production in August, 2006. The mine has operated continuously since then and has consistently maintained a five- to 10-year reserve life.

In December, 2020, Capstone entered into an agreement with Wheaton for $150-million in exchange for a silver stream. Proceeds were used in part to construct a tailings filtration and paste backfill plant, completed in 2022, and to complete a one-way underground haulage loop.

Mineralization at Cozamin is defined across two principal structures: the Mala Noche vein (MNV) system, which has been in production since 2006, and the higher-grade Mala Noche footwall zone (MNFWZ), discovered in 2010 and subsequently brought into production.

Cozamin is an important economic contributor to the local community and employs a significant number of residents from the nearby city of Zacatecas.

Cozamin operational overview

Cozamin is a proven, continuously operating underground mine that has generated constant cash flow across multiple commodity price cycles. Mining is accessed through two ramp declines and the San Roberto shaft and employs a combination of longitudinal and transverse long-hole stoping and mechanized cut and fill.

Ore is processed through a conventional crush-grind-sequential flotation circuit with capacity of up to 4,400 tonnes per day, capable of producing separate copper and zinc concentrates, both with silver credits. The plant has achieved average throughput of approximately 3,670 tonnes per day over the past five years, with the principal constraint being mine production rather than processing capacity.

Site infrastructure is well established and includes the paste backfill and filtered tailings systems completed in 2022. Following closing, Luca intends to evaluate opportunities to improve mining methods, increase operational efficiency and maximize utilization of the existing infrastructure.

Cozamin geology and exploration

Cozamin lies within a belt of epithermal and mesothermal vein deposits carrying silver, gold and base metals. In Cozamin's locality, mineralization is predominantly copper rich with a strong silver credit and varying concentrations of lead and zinc byproducts in certain subsections of the known deposits. The MNV carries a mapped strike length of at least 5.5 kilometres and has been drill tested to roughly 1,500 metres depth, while the MNFWZ extends more than 2.5 kilometres along strike and between 200 metres and 1,000 metres downdip, with drilling to approximately 1,450 metres depth. Both systems remain open at depth and along strike, including below the MNFWZ, at the MNV West target and toward additional zinc mineralization east of San Rafael.

As of Dec. 31, 2025, Cozamin's mineral resource estimate included measured and indicated resources of 17.5 million tonnes at 1.29 per cent copper, 44 grams per tonne silver, 1.22 per cent zinc and 0.45 per cent lead, plus 13.5 million tonnes of inferred resources at 0.72 per cent copper and 39 grams per tonne silver, underpinning proven and probable reserves of 6.7 million tonnes at 1.40 per cent copper and 42.2 grams per tonne silver. These estimates derive from the Cozamin mine technical report titled "NI 43-101 Technical Report on the Cozamin Mine, Zacatecas, Mexico," dated effective Jan. 1, 2023, as updated by Capstone's internal qualified person for mining depletion through Dec. 31, 2025. Luca is not treating these estimates as current mineral resources or mineral reserves under National Instrument 43-101, Standards of Disclosure for Mineral Projects, on the basis that they were prepared by Capstone and hence are historical estimates within the meaning of the term under NI 43-101 and they should not be relied upon pending verification by Luca.

Nearly two decades of sustained exploration success and investment demonstrates the consistency with which this mineral system has replenished depletion. Luca's strategy is to invest considerably beyond recent annual exploration spending of approximately $2-million, with the goal of converting the historical resources into reserves through an updated technical report, expanding mine life, and making new discoveries through both stepout drilling and testing of new targets.

Historical mineral resource estimate

The project's mineral resource and reserve estimates are historical (2025) in nature and are being treated by Luca as historical estimates under NI 43-101. A qualified person (as defined in NI 43-101) of Luca has not done sufficient work to classify the historical estimate as current mineral resources. Luca is not treating the historical estimate as current mineral resources, and the historical estimate should not be relied upon. It is being shared strictly for informational purposes. Luca believes that the historical estimate is relevant to an appraisal of the merits of the project and forms a basis upon which to develop future exploration programs. While the historical estimate has not been independently verified by the company, the public disclosure of the data in accordance with NI 43-101 indicates that the historical estimate was prepared to a reasonably high standard. Following the closing of the transaction, Luca plans to prepare a current mineral resource and reserve estimate for Cozamin, develop a mine plan, and outline various exploration targets.

In order to verify the historical estimate to a current mineral resource estimate, the company will need to retain a qualified person to verify historical drilling and assaying methods and validate historical results, revise for current metal prices, and add any drilling and assaying or other pertinent geological information generated since the last estimation. There can be no assurance that any of the historical estimates, in whole or in part, will ever become economically viable.

To the best of the company's knowledge, information and belief, there is no new scientific or technical information that would make the disclosure of the mineral reserve estimate or the mineral resource estimate inaccurate or misleading. Pursuant to Section 4.2(7)(c) of NI 43-101, the company will file a technical report supporting its disclosure of the historical reserve and resource estimates within 180 days after the date of this news release or by such other date as may be required by the TSX Venture Exchange.

Transaction summary and timing

On closing, Luca will acquire 100 per cent of Cozamin held by a Mexican subsidiary of Capstone. Consideration to be paid to Capstone in connection with the transaction includes:

• A cash payment of $275-million on closing of the transaction;
• An additional $15-million on closing of the transaction to be satisfied through the issuance of common shares of Luca at the issue price;
• $35-million in deferred consideration payable on the first anniversary of closing, payable, at the sole election of Luca, in cash or Luca shares;
• Copper-price linked contingent payments of up to $60-million, consisting of up to three annual payments if the average LME Copper (London Metal Exchange) cash price during each of 2027, 2028 and 2029 is greater than or equal to:
  • $7 per pound copper: payment of $10-million;
  • $7.76 per pound copper: payment of $15-million;
  • $8.51 per pound copper: payment of $20-million.

For certainty, these payments are inclusive of each other and are not additive and only one contingent payment is potentially due in each respective year.

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 Mexican Federal Antitrust Commission and the TSX-V, and other customary closing conditions for a transaction of this nature.

Financing sources

To finance the upfront cash consideration, Luca entered into binding agreements for a financing package totalling $300-million, comprising: (i) a $110-million bought deal private placement of subscription receipts led by National Bank Financial Inc. (National Bank of Canada Capital Markets), with a committed equity backstop from Trafigura for up to $75-million; (ii) a $40-million concurrent private placement of subscription receipts with Wheaton and Taurus; (iii) a $125-million senior secured acquisition facility committed by Taurus and Macquarie Bank Ltd. (the loan facility); and (iv) a $25-million capped silver stream commitment from Wheaton (the additional stream).

Bought deal private placement of subscription receipts and concurrent private placement

Luca entered into an engagement letter with National Bank of Canada Capital Markets as lead underwriter and sole bookrunner, together with a syndicate of underwriters, for a bought deal private placement financing of 155 million subscription receipts of Luca at a price of $1 (Canadian) (approximately 71 cents) per subscription receipt for aggregate gross proceeds of $155-million (Canadian) (approximately $110-million) (the brokered offering). Each subscription receipt will entitle the holder thereof to receive one Luca share without any additional consideration or further action upon satisfaction of the escrow release conditions (as defined below). The brokered offering is expected to close on or about Oct. 14, 2026.

The net proceeds from the brokered offering will be used to satisfy part of the cash component of the transaction.

The gross proceeds from the brokered offering, less certain fees and expenses of the underwriters (the escrowed proceeds) will be placed into escrow, subject to the completion or satisfaction of all escrow release conditions, including, among other things, the completion or satisfaction of all conditions precedent included in the agreement and the receipt of all required corporate and regulatory approvals in connection with the transaction to be set out in a subscription receipt agreement to be entered into on or about the closing date of the brokered offering between the company, National Bank of Canada Capital Markets, and Computershare Trust Company of Canada as subscription receipt and escrow agent. Provided that the escrow release conditions are satisfied or waived (where permitted) prior to 5 p.m. Toronto time on Feb. 28, 2027 (the escrow release deadline) (unless extended as described below or by the company with the prior written consent of National Bank of Canada Capital Markets), the remaining fees of the underwriters will be released to the underwriters from the escrowed proceeds, and the balance of the escrowed proceeds (less certain expenses of the subscription receipt agent) will be released to the company, and each subscription receipt shall be automatically converted into one Luca share.

If the closing date of the transaction has not occurred on or prior to the escrow release deadline as a result of the failure to obtain the requisite regulatory approvals pursuant to the transaction, then the company and National Bank of Canada Capital markets may extend such initial escrow release deadline by two additional successive periods of one month each (for a maximum aggregate extension of the initial escrow release deadline by two months). In the event that the escrow release conditions are not satisfied by the escrow release deadline (inclusive of the extensions), the escrow agent shall return to the holders of the subscription receipts an amount equal to the aggregate offering price of the subscription receipts held by each such holder and their pro rata portion of any interest or other income earned on the escrowed proceeds and the subscription receipts will be cancelled.

The company has received an equity backstop commitment of up to $75-million from Trafigura (and together with the brokered offering, the equity financing), subject to a 19.9-per-cent cap of Luca's pro forma issued and outstanding voting securities after giving effect to the transaction, equity financing and concurrent private placement.

Concurrent with the equity financing, the company will complete a non-brokered private placement of subscription receipts at the issue price to Wheaton and Taurus for aggregate gross proceeds of $56-million (Canadian) (approximately $40-million). The concurrent private placement will be settled directly between the company and Wheaton and the company and Taurus and will not form part of the equity financing. Completion of the concurrent private placement will be a condition to the completion of the equity financing. The entire gross proceeds of the concurrent private placement will be deposited with the subscription receipt agent and form part of the escrowed proceeds. No fees to the underwriters will be payable in respect of the concurrent private placement.

The subscription receipts issued under the brokered offering and the concurrent private placement (including the Luca shares issuable upon the conversion thereof) will be subject to a four-month-and-one-day statutory hold period under Canadian securities laws commencing from the closing of the brokered offering and the concurrent private placement.

Loan facility

The company has secured a $125-million senior secured acquisition facility comprising a $75-million Tranche A and a $50-million Tranche B from Taurus and Macquarie. The facility has a four-year term from closing. Tranche A bears interest at 8.5 per cent per annum while Tranche B bears interest at SOFR (secured overnight financing rate) plus 4.9 per cent per annum. Principal will be repaid in equal quarterly instalments commencing six months following closing. The facility may be prepaid without penalty after 12 months. In connection with the loan facility, Luca will issue Taurus and Macquarie 21.5 million non-transferable warrants. Each warrant will entitle the holder to purchase one Luca common share at an exercise price of $1.20 (Canadian) for a period of four years following the date of issuance.

The loan facility will be drawn in connection with closing of the transaction.

The equity financing, concurrent private placement and loan facility are subject to customary closing conditions, including, but not limited to, the company receiving all necessary regulatory approvals, including the approval of the TSX-V.

Additional stream

The company has secured a $25-million commitment from Wheaton under the additional stream, whereby Luca will deliver, in addition to the existing stream of 50 per cent of refined silver, an incremental 15 per cent of refined silver to Wheaton until 500,000 ounces have been delivered at which point the additional stream will be reduced to nil. Under the additional stream, Wheaton will make continuing payments for each ounce of silver delivered equal to 10 per cent of the spot price of silver.

The additional stream includes downside protection for Wheaton whereby, if the silver price falls below $60 per ounce, the production payment is reduced to keep Wheaton whole. The production payment can be reduced to zero, after which Wheaton bears any further downside in the silver price.

In December, 2020, Capstone entered into a streaming agreement with Wheaton for proceeds of $150-million (the existing stream). The existing stream currently requires 50 per cent of refined silver to be delivered to Wheaton, stepping down to 33 per cent for the life of mine after 10 million ounces are delivered. As of June 30, 2026, 3.4 million ounces silver had been delivered under the existing stream.

Hedging program

In connection with the loan facility, the company will enter into a copper hedging program with Macquarie. Upon financial closing of the transaction, Luca will enter into forward-curve LME copper hedges for 36 months starting in 2027, covering 25 per cent of forecasted copper sales at Cozamin.

Advisers and counsel

National Bank of Canada Capital Markets and Fort Capital Partners are acting as financial advisers to Luca in connection with the transaction. Cassels Brock & Blackwell LLP and Borden Ladner Gervais LLP are acting as legal advisers to Luca. Mexico City law firm RB Mexico Law-Abogados is acting as Mexican legal counsel to Luca.

Conference call and webcast

Luca will host a conference call and webcast on Monday, Sept. 21, 2026, at 10 a.m. Eastern Time/7 a.m. Pacific Time to discuss the transaction.

Dial-in numbers/webcast

United States/Canada toll-free:  1-844-763-8274

Canada LT:  1-647-361-0247

Please ask the telephone operator to be joined into the Luca Mining call.

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 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 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 gold equivalent in the indicated category, with an additional 650,046 ounces at 1.43 grams per tonne gold equivalent in the inferred category. Following closing, Luca plans to advance permitting to enable exploration drilling and development studies.

Qualified person

The technical information contained in this news release has been reviewed and approved by Paul D. Gray, PGeo, vice-president, exploration, at Luca Mining. Mr. Gray is a qualified person for the company as defined by NI 43-101.

We seek Safe Harbor.