Element79 Gold Announces Binding MOU for Sale of Lucero Project
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Element79 Gold Announces Binding MOU for Sale of
Lucero Project
Vancouver, British Columbia – June 12, 2026
Element79 Gold Corp. (CSE: ELEM | OTCQB: ELMGF | FSE: 7YS0) (“Element79 Gold”, the
“Company” or “ELEM”) announces that it has entered into a binding Memorandum of
Understanding (“MOU”) dated June 10, 2026, for the sale of one hundred percent (100%) of
the shares of Minas Lucero del Sur S.A.C. (“MLDS”), including all associated mining
concessions, mineral rig hts, permits and related assets comprising the Lucero Project in
Arequipa, Peru (the “Transaction”).
Under the terms of the MOU, the purchasers, a private arm’s length purchaser who has closely
followed the Lucero Project and its development history, and will acquire MLDS for aggregate
consideration of USD $2,000,000, with closing scheduled on or before J uly 31, 2026. As a
condition of the Company's obligation to proceed with the Transaction, the purchasers will
immediately pay a non -refundable deposit of USD $300,000 (the "Deposit"), which amount
shall be credited against and form part of the purchase price payable at closing. The Deposit
is strictly non -refundable to the purchasers in all circumstances. The Transaction remains
subject to customary closing conditions, including receipt of applicable regulatory approvals.
The Company states that the Transaction follows an extensive strategic review by the Board
of Directors regarding the long -term financial and operational exposure associated with
maintaining the Lucero Project under ongoing force majeure conditions declare d in June
2025. The Board determined that divestiture of the asset represents the most prudent course
of action to reduce current and future contractual liabilities, concession maintenance costs,
community relations expenditures, and contingent obligations associated with the project.
As previously disclosed, Element79 Gold had declared force majeure over the Lucero Project
due to prolonged social and community-related impasses impacting the Company’s ability to
reasonably advance operations and contractual milestones. The Board believes that a private
ownership structure, with a focused investor group dedicated solely to Peru -based
negotiations and community engagement, will be better positioned to continue advancing
discussions with the Comunidad Campesina de Chachas and other regional stakeholders.
James C. Tworek, Director of Element79 Gold, commented: “This decision was not made
lightly. Lucero had once been the cornerstone asset of Element79 Gold for several years, and
we remain highly confident in the geological merit and long -term value of the p roject.
However, after extensive debate and review, the Board determined that carrying the project
forward under ongoing force majeure conditions would expose the Company and
shareholders to increasing financial and contractual risk without a predictable t imeline
toward resolution. We believe transitioning Lucero into the hands of a private group capable
of dedicating substantial localized resources toward community and social negotiations
represents the best path forward for all stakeholders. The Company announced its pivot
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towards advancing its Battle Mountain, Nevada projects - Gold Mountain and Elephant - last
June, and this asset sale helps increase focus on developing out those assets.”
Pursuant to the Transaction terms, approximately USD $1,100,000 from the sale proceeds
will be directed toward outstanding progress payments and contractual obligations owing to
Condor Resources Ltd. relating to the original acquisition agreements for the Lucero Project.
In addition, approximately USD $280,000 plus related fees will be allocated toward
maintaining the Lucero concessions and mineral rights in good standing prior to June 30,
2026. After giving effect to these payments, the Company expects to retain net proceeds of
approximately USD $600,000.
Following closing, the buyers will assume all ongoing rights, obligations, liabilities,
community negotiations, permitting matters, formalization processes and future contractual
responsibilities relating to the Lucero Project, including future negotiation s with Condor
Resources Ltd. pursuant to the original acquisition agreements.
The MOU further provides that, should the purchasers complete a subsequent sale or
monetization transaction involving the Lucero Project within eighteen (18) months of
closing, Element79 Gold will retain a contingent participation right equal to twenty -five
percent (25%) of gross profit realized above $10,000,000, subject to the terms outlined in the
MOU.
About the Lucero Project
The Lucero Project is a past-producing, high-grade gold and silver mining asset located in the
Arequipa region of southern Peru. The property consists of approximately 10,813 hectares
and hosts a large number of historically identified epithermal veins, wi th only a limited
number having seen historical commercial production. Historic operators reportedly
produced gold grades averaging approximately 19 g/t Au during prior operations; however,
these figures are based on historical data that has not been indep endently verified by the
Company in accordance with NI 43-101 and should not be relied upon. The project includes
extensive underground workings, existing mine infrastructure and a significant tailings
reprocessing opportunity.
About Element79 Gold Corp.
Element79 Gold Corp. is a mining company focused on the exploration and development of
high-grade gold and silver assets. The Company continues to advance its Nevada -focused
exploration portfolio, including the Gold Mountain and Elephant projects along the Battle
Mountain trend, while also evaluating strategic opportunities to maximize shareholder value
through disciplined capital allocation and asset optimization initiatives.
For More Information
Michael Smith, CEO
E-mail: [email protected]
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Investor Relations Department
Phone: +1.855.535.3679
E-mail: [email protected]
Cautionary Note Regarding Forward Looking Statements
This news release contains "forward-looking information" and "forward-looking statements"
within the meaning of applicable Canadian securities legislation (collectively, "forward -
looking statements"). Forward-looking statements are statements that are not historical facts
and are generally, but not always, identified by words such as "expects", "plans",
"anticipates", "believes", "intends", "estimates", "projects", "potential" and similar
expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.
Forward-looking statements in this news release include, without limitation , statements
regarding: the completion of the Transaction on the terms described or at all; satisfaction of
customary closing conditions, including receipt of applicable regulatory approvals ; the
closing of the Transaction as contemplated or at all; the expected closing date of July 31, 2026;
the allocation and application of sale proceeds, including payments to Condor Resources Ltd.
and concession maintenance costs; the net proceeds expected to be retained by the Company
following closing; the assumption by the purchasers of liabilities, obligations and
responsibilities relating to the Lucero Project; the ability of the purchasers to advance
community and social negotiations with the Comunidad Campesina de Chachas and other
regional stakeholders; the contingent participation right and any future monetization of the
Lucero Project by the purchasers; the Company's strategic focus on and advancement of its
Battle Mountain, Nevada projects (Gold Mountain and Elephant); and the Company's ability
to maximize shareholder value through disciplined capital allocation.
Forward-looking statements are based on the beliefs, estimates and opinions of the
Company's management on the date such statements are made and are subject to a number
of significant risks, uncertainties and other factors that may cause actual results, performance
or achievements to differ materially from those anticipated, expressed or implied by such
forward-looking statements, including, without limitation: the risk that the Transaction is not
completed on the anticipated timeline or at all; failure to satisfy closing conditions or obtain
required regulatory approvals; disputes regarding the Transaction terms or the allocation of
proceeds; the risk that the purchasers are unable to advance or resolve community and social
impasses at the Lucero Project; changes in applicable law, regulation or government policy
in Peru affecting mining concessions, permitting or community negotiations; currency
fluctuations; the risk that the contingent participation right is not triggered or is subject to
dispute; risks inherent in mineral exploration and development; and general economic and
market conditions. There can be no assurance that forward-looking statements will prove to
be accurate, as actual results and future events could differ materially from those anticipated
in such statements.
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Readers are cautioned not to place undue reliance on forward -looking statements. The
forward-looking statements contained in this news release are made as of the date hereof
and the Company undertakes no obligation to update or revise any forward -looking
statements, whether as a result of new information, future events or otherwise, ex cept as
required by applicable securities laws.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts
responsibility for the adequacy or accuracy of this release.