Capstone Copper Announces Sale of Cozamin for Total Consideration of up to $385 Million
1
September 21, 2026
Capstone Copper Announces Sale of Cozamin for Total
Consideration of up to $385 Million
Vancouver, British Columbia – Capstone Copper Corp. (“Capstone” or the “Company”) (TSX:CS)
(ASX:CSC) announces today that it has entered into a definitive agreement to sell its Cozamin copper-silver-
zinc-lead mine (“Cozamin”) , located in Zacatecas, Mexico, to Luca Mining Corp. (“Luca” ) (TSXV:LUCA)
(OTCQX:LUCMF) (Frankfurt:Z68) for up to $385 million in total consideration ( the “Transaction”). Unless
otherwise stated, all numbers are presented in United States dollars.
Under the terms of the Transaction, Capstone will receive total consideration of up to $385 million, comprising:
• $275 million in upfront cash, subject to customary closing adjustments1
• $15 million in Luca shares, to be issued to Capstone at closing
• $35 million in deferred consideration, to be received on the first anniversary of closing2
• Up to $60 million in contingent cash consideration tied to annual average copper prices3
Net proceeds from the Transaction will s trengthen the Company’s balance sheet and provide financial
flexibility to support its growth pipeline.
Cashel Meagher, Capstone’s President and Chief Executive Officer, commented: “ Cozamin has been an
important part of our portfolio, providing stability and strong cash flows as Capstone has matured into a
diversified copper producer. Since its first full year of operations in 2007, Cozamin has delivered consistently
strong performance, a testament to the capability and quality of the team. We extend our sincere thanks to
everyone at Cozamin for their dedication to safety and operational excellence over this period. We believe
Cozamin will be well positioned under Luca’s ownership, providing regional expertise, focus, and commitment
to invest in the mine’s future for the long-term benefit of the workforce and the surrounding communities.
“The Transaction optimizes our portfolio and further strengthens our balance sheet, enabling us to redeploy
capital into our high -return growth projects and allowing leadership to focus on the opportunities we believe
will create the most value for our shareholders. It is an ideal time to streamline our portfolio through this
divestiture as we advance towards transformational copper growth in Chile and the United States.
“We are also pleased to retain exposure to the exploration upside at Cozamin , through our shareholding in
Luca, following completion of the Transaction. Given the strong operational track record of the Luca team in
Mexico, we believe they will be excellent stewards of the mine and are well placed to unlock its full potential.”
Indicative Timeline and Approvals
The Transaction is expected to close in the fourth quarter of 2026 , subject to the completion of customary
conditions and regulatory approvals , including stock exchange and Mexican National Antitrust Commission
approval. The Transaction is not subject to shareholder approval or any financing conditions.
Advisors
Scotiabank is acting as exclusive financial advisor to Capstone. Blake, Cassels & Graydon LLP is acting as
Canadian legal counsel to Capstone, and Creel, García-Cuéllar, Aiza y Enríquez S.C. is acting as Mexican
legal counsel to Capstone.
NEWS RELEASE
TSX:CS ● ASX:CSC ● capstonecopper.com
2
About Luca Mining Corp.
Luca is a Canadian mining company with two wholly owned mines located in the prolific Sierra Madre
mineralized belt in Mexico. These mines produce gold, silver, zinc, copper, and lead and generate strong cash
flow. Both mines have considerable development and resource upside as well as district -scale exploration
potential.
Luca’s Campo Morado Mine hosts VMS -style, 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.
Luca’s 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.
About Capstone Copper Corp.
Capstone Copper Corp. is an Americas -focused copper mining company headquartered in Vancouver,
Canada. Capstone’s operating portfolio of assets includes the Pinto Valley copper mine located in Arizona,
USA, the Cozamin copper-silver-zinc-lead mine located in Zacatecas, Mexico , the Mantos Blancos copper -
silver mine located in the Antofagasta region, Chile, and the Mantoverde copper -gold mine, located in the
Atacama region, Chile. Capstone’s growth pipeline includes the fully permitted Santo Domingo copper -iron-
gold project, located approximately 35 kilometres northeast of Mantoverde in the Atacama region, Chile, as
well as a portfolio of exploration properties in the Americas.
Capstone Copper’s strategy is to unlock transformational copper production growth while executing on cost
and operational improvements through innovation, optimization and safe and responsible production
throughout our portfolio of assets. We focus on prof itability and disciplined capital allocation to surface
stakeholder value. We are committed to creating a positive impact in the lives of our people and local
communities, while delivering compelling returns to investors by responsibly producing copper to meet the
world’s growing needs.
Further information is available at www.capstonecopper.com.
Footnotes
1 The $275 million upfront cash consideration is based on an October 31, 2026, lock-box date on a cash-free
and debt-free basis and assuming a normalized level of working capital.
2 The $35 million deferred consideration is payable in cash and/or Luca shares at Luca’s option.
3 Up to $60 million in contingent cash consideration is payable following the end of each of the 2027, 2028,
and 2029 calendar years, based on the average annual LME Copper Cash Settlement Price (“LME Cu Price”)
for the applicable year. The annual payment wi ll be $10 million if the LME Cu Price is between $7.00/lb and
$7.75/lb, $15 million if the LME Cu Price is between $7.76/lb and $8.50/lb, or $20 million if the LME Cu Price
is at least $8.51/lb.
3
Cautionary Note Regarding Forward-Looking Statements
This document may contain “forward-looking information” within the meaning of Canadian securities legislation
and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform
Act of 1995 (collectively, “forward-looking statements”). These forward-looking statements are made as of the
date of this document and the Company does not intend, and does not assume any obligation, to update these
forward-looking statements, except as required under applicable securities legislation.
Forward-looking statements relate to future events or future performance and reflect the Company’s
expectations or beliefs regarding future events and are based on a number of assumptions, including in certain
cases, forward-looking statements can be identified by the use of words such as “anticipates”, “approximately”,
“believes”, “budget”, “estimates”, expects”, “forecasts”, “guidance”, intends”, “plans”, “scheduled”, “target”, or
variations of such words and phrases, or statements that certain actions, events or results “be achieved”,
“could”, “may”, “might”, “occur”, “should”, “will be taken” or “would” or the negative of these terms or
comparable terminology. In this document certain forward-looking statements are identified by words including
“anticipated”, “expected”, “guidance” and “plan”. Forward -looking statements include, but are not limited to,
statements with respect to: the completion and timing of the Transaction; the receipt of contingent cash
consideration; use of net proceeds, strengths and expectations of the Company following completion of the
Transaction, and the Company’s expectations of Luca following completion of the Transaction.
By their very nature, forward -looking statements involve known and unknown risks, uncertainties and other
factors that may cause the Company’s actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by the forward-looking statements.
Such risk factors include risks related to: inherent hazards associated with mining operations and closure of
mining projects; future prices of copper and other metals; the Company’s ability to raise capital; counterparty
defaults; use of financial derivative instruments; foreign currency exchange rate fluctuations; market access
restrictions or tariffs; changes in laws and policies regulating international trade including but not limited to
changes to or implementation of tariffs, trade restrictions, or responsive measures of foreign and domestic
governments; changes to cost and availability of goods and raw materials, along with supply, logistics and
transportation constraints; changes in general economic conditions including market volatility due to uncertain
trade policies and tariffs; availability and quality of water and power resources; accuracy of Mineral Resource
and Mineral Reserve estimates; the realization of Mineral Reserve estimates; operating in foreign jurisdictions
with risk of changes to governmental regulation; compliance with governmental regulations and stock
exchange rules; compliance with environmental laws and regulations; reliance on approvals, licences and
permits from governmental authorities and potential legal challenges to permit applications; contractual risks
including the Company’s ability to meet certain closing conditions under the Transaction agreements; impact
of climate change and changes to climatic conditions at the Company’s operations and projec ts; changes in
regulatory requirements and policy related to climate change and greenhouse gas emissions; land reclamation
and mine closure obligations; introduction or increase in carbon or other “green” taxes; aboriginal title claims
and rights to consultation and accommodation; suppliers and other essential resources and what effect those
impacts, if they occur, would have on the Company’s business, including the Company’s ability to access
goods and supplies; the ability to transport the Company’s produ cts and impacts on employee productivity;
the risks in connection with the operations; the unknown duration and impact of the epidemics or pandemics;
impacts of inflation; geopolitical events and the effects of global supply chain disruptions; uncertaintie s and
risks related to the potential development of Santo Domingo; increased operating and capital costs; increased
cost of reclamation; challenges to title to the Company’s mineral properties; increased taxes in jurisdictions
the Company operates or is subject to tax; changes in tax regimes we are subject to and any changes in law
or interpretation of law may be difficult to react to in an efficient manner; maintaining ongoing social licence to
operate; seismicity and its effects on the Company’s operations and communities in which we operate;
dependence on key management personnel; TSX and Australian Securities Exchange (“ASX”) requirements;
4
potential conflicts of interest involving the Company’s directors and officers; corruption and bribery; limitations
inherent in the Company’s insurance coverage; labour relations; increasing input costs such as those related
to sulphuric acid, electricity, fuel and supplies; increasing inflation rates; competition in the mining industry
including but not limited to competition for skilled labour, risks associated with joint venture partners and non-
controlling shareholders or associates; the Company’s abili ty to integrate new acquisitions and new
technology into the Company’s operations; cybersecurity threats; legal proceedings; as well as those factors
detailed from time to time in the Company’s interim and annual financial statements and MD&A of those
statements and Annual Information Form, all of which are filed and available for review under the Company’s
profile on SEDAR+ at www.sedarplus.ca.
Although the Company has attempted to identify important factors that could cause the Company’s actual
results, performance or achievements to differ materially from those described in the Company’s forward -
looking statements, there may be other factors th at cause the Company’s results, performance or
achievements not to be as anticipated, estimated or intended. There can be no assurance that the Company’s
forward-looking statements will prove to be accurate, as the Company’s actual results, performance or
achievements could differ materially from those anticipated in such statements. Accord ingly, readers should
not place undue reliance on the Company’s forward-looking statements.
Contact Information
Daniel Sampieri, Vice President, Investor Relations
437-788-1767
Michael Slifirski, Director, Investor Relations, APAC Region
61-412-251-818
Claire Stirling, Manager, Investor Relations
416-831-8908