LUCA Clarifies Trafigura Early Warning Report
Luca Mining Corp.
Suite 410, 1111 Melville Street
Vancouver, BC, V6E 3V6, Canada
LEGAL\72393376\1
LUCA CLARIFIES TRAFIGURA EARLY WARNING REPORT
Vancouver, British Columbia, August 27, 2024
Luca Mining Corp. (“ Luca” or the “ Company”) (TSX -V: LUCA; OTCQX: LUCMF; Frankfurt: Z68)
wishes to clarify a Form 62- 103F1 Early Warning Report (the “ EWR”) issued today by Trafigura
Beheer B.V. (“Trafigura”).
The EWR relates to a debt restructuring agreement entered into between Luca and Trafigura on
December 11, 2023. The debt restructuring related to the conversion of an outstanding loan in the
amount of US$5,800,000 (the “Principal Amount”) into a non -interest-bearing three -year term
convertible debenture (the “ Convertible Debenture”). The transaction was announced by the
Company through news releases dated December 6, 2023 and January 19, 2024.
As Trafigura wished for the Convertible Debenture to be held by its subsidiary Urion Holdings (Malta)
Limited (“Urion”) and the Convertible Debenture was to be secured, the Convertible Debenture was
conditionally issued into escrow, subject to being formally executed and released once Trafigura and
the Company were able to amend existing security agreements to insert Urion into same (the
“Condition Precedent”). That process has taken several months and was finally completed in Mexico
last week, such that the Condition Precedent was met, and Convertible Debenture could be formally
perfected and released from escrow.
The Convertible Debenture matures on January 11, 2027 and should Urion choose to convert same,
then based on a US$ conversion price to CAD$ of 1.30602 as of August 22, 2024, the conversion of
the Convertible Debenture would result in Urion acquiring approximately 22,540,457 common
shares in the capital of Luca ( the “Luca Shares”), representing approximately 11.65% of the Luca
Shares (after giving effect to the conversion of the full amount of the Convertible Debenture). Should
that event occur, then Trafigura would own indirectly through Urion 24,365,457 Luca Shares,
representing approximately 12.48% of the issued and outstanding Luca Shares, based on
170,862,081 Luca Shares being currently outstanding. Even though the Convertible Debenture was
issued into escrow in January this year, since Trafigura, indirectly through Urion has just perfected
the right to acquire the above shareholding in Luca, it was required to issue the EWR upon the
Convertible Debenture finally being signed and released from escrow.
Luca Mining Corp.
Suite 410, 1111 Melville Street
Vancouver, BC, V6E 3V6, Canada
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At the time the time the debt restructuring was agreed, Luca’s shares were trading at CAD$0.29. The
Convertible Debenture has not been converted and neither Trafigura nor Urion have given Luca any
indication whether they intend to convert same. In the meantime, the Company receives the benefit
of a non-interest-bearing loan facility.
The Company continues to enjoy an excellent working relationship with Trafigura, which has offtake
agreements in place for both the Campo Morado and Tahuehueto mines.
On Behalf of the Board of Directors
(signed) “Ramon Perez”
Ramon Perez, President
About Luca Mining Corp.
Luca Mining (TSX -V: LUCA, OTCQX: LUCMF, Frankfurt: Z68) is a diversified Canadian mining
company with two 100%-owned producing mines in Mexico. The C ompany produces gold, copper,
zinc, silver and lead from these mines that each have considerable development and resource upside.
The Campo Morado mine, is an underground operation located in Guerrero State, a prolific mining
region in Mexico. It produces copper /lead and zinc concentrates with precious metals credits. It is
currently undergoing an optimisation program which is already generating significant
improvements in recoveries and grades, efficiencies, and cashflows.
The Tahuehueto Gold, Silver Mine is a new underground operation in Durango State, Mexico, within
the Sierra Madre Mineral Belt which hosts numerous producing and historic mines along its trend.
The Company is commissioning its mill capacity to 1,000 tonnes per day , and k ey test work and
production ramp-up is underway, to increase production by 2H 2024.
The Company expects its operations to start generating positive cash flow s in 2024. Luca Mining is
focused on growth with the aim of maximizing shareholder returns.
For more information, please visit: www.lucamining.com
Cautionary Note Regarding Production Decisions and Forward-Looking Statements
It should be noted that Luca declared commercial production at Campo Morado prior to completing
a feasibility study of mineral reserves demonstrating economic and technical viability. Accordingly,
readers should be cautioned that Luca’s production decision has been made without a
Luca Mining Corp.
Suite 410, 1111 Melville Street
Vancouver, BC, V6E 3V6, Canada
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comprehensive feasibility study of established reserves such that there is greater risk and
uncertainty as to future economic results from the Campo Morado mine and a higher technical risk
of failure than would be the case if a feasibility study were compl eted and relied upon to make a
production decision. Luca has completed a preliminary economic assessment (“PEA”) mining study
on the Campo Morado mine that provides a conceptual life of mine plan and a preliminary economic
analysis based on the previously identified mineral resources (see news releases dated November 8,
2017, and April 4, 2018).
Furthermore, Luca intends to declare commercial production at t he Tahuehueto gold, silver mine
prior to completing a feasibility study of mineral reserves demonstrating economic and technical
viability. Accordingly, readers should be cautioned that Luca’s production decision has been made
without a comprehensive feasibility study of established reserves such that there is greater risk and
uncertainty as to future economic results from the Tahuehueto gold, silver mine and a higher
technical risk of failure than would be the case if a feasibility study were completed and relied upon
to make a production decision. Luca has completed a prefeasibility study on the Tahuehueto gold,
silver mine (see news releases dated April 26, 2022).
Statements contained in this news release that are not historical facts are “forward -looking
information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within
the meaning of applicable Canadian securities laws. Forward Looking Information includes, but is not
limited to, possible events, conditions or financial performance that are based on assumptions about
future economic conditions and courses of action; the timing and costs of future activities on the
Company’s properties In certain cases, Forward-Looking Information can be identified using words
and phrases such as “plans,” “expects,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates”
or variations of such words and phrases. There can be no assurance that For ward-Looking
Information will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place undue reliance on
Forward-Looking Information. Except as requir ed by law, the Company does not assume any
obligation to release publicly any revisions to Forward -Looking Information contained in this news
release to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Luca Mining Corp.
Suite 410, 1111 Melville Street
Vancouver, BC, V6E 3V6, Canada
LEGAL\72393376\1
For further information about Luca Mining Corp., please contact:
Sophia Shane
Director of Corporate Development
+1 (604) 306-6867
or
Glen Sandwell
Corporate Communications Manager
Tel: +1 (604) 684-8071
Luca Mining Corp.
Suite 410, 1111 Melville Street
Vancouver, BC, V6E 3V6, Canada
LEGAL\72393376\1