Luca Mining Announces Closing of CAD $20.76 Million Private Placement and Debt Settlements
Luca Mining Corp.
1000 – 1111 Melville St.
Vancouver, BC, V6E 3V6
www.lucamining.com
Luca Mining Announces Closing of CAD $20.76 Million Private
Placement and Debt Settlements
VANCOUVER, BRITISH COLUMBIA, JUNE 5, 2023
Luca Mining Corp. (“Luca” or the “Company ”, formerly Altaley Mining Corporation.) (TSX-V: LUCA; OTCQX:
LUCMF; Frankfurt: TSGA) is pleased to announce that it has closed the second tranche (the “ Second
Tranche ”) of its previously announced non-brokered private placement (the “ Private Placement ”) for
aggregate gross proceeds of $20,755,535.17 (see the Company’s news release dated March 31, 2023). Under
the Second Tranche, the Company has sold 6,889,462 units of the Company (each, a “ Unit”) at a price of
CAD $0.35 per Unit for gross proceeds of CAD $2,411,312.20. On April 25, 2023, the Company closed the
first tranche of the Private Placement for gross proceeds of CAD $18,344,222.97 (see the Company’s news
release dated April 26, 2023). The aggregate gross proceeds are slightly higher than the original announced
amount of $20,300,000 Each Unit consists of one common share of the Company (a “Share”) and one-half
of one transferable share purchase warrant (each whole, a “ Warrant ”). Each Warrant entitles the holder
thereof to acquire one additional Share (a “Warrant Share ”) at a price of CAD $0.50 per Warrant Share until
June 2, 2025 (the “Expiry Date ”), subject to acceleration. If the closing price of the Shares on the TSX Venture
Exchange or such other stock exchange as Luca is listed on exceeds CAD $0.90 for 15 consecutive trading
days, the Company will earn the right, by providing notice (the " Acceleration Notice ") to the warrant
holders via a news release or written notice, to accelerate the Expiry Date of the Warrants to 4:00 P.M.
(Vancouver time) on the 30th day from the date of the Acceleration Notice (the “Accelerated Expiry Date ”).
If the Company provides an Acceleration Notice, all Warrants that are not exercised by the Accelerated
Expiry Date will expire.
All securities issued in connection under the Second Tranche are subject to a four month plus one day hold
period under applicable Canadian securities laws. Finder’s fees are to be paid in cash and securities (6%
cash and 6% in warrants) in connection with the Private Placement to various finders. The Private Placement
is subject to the receipt of final approval from the TSXV.
As previously disclosed, the net proceeds from the Second Tranche will be used by the Company to
complete construction of its phase one 500 tonnes per day (“tpd”) project at the Tahuehueto Gold Mine;
to make substantial progress towards completing its nameplate 1,000 tpd project; and for general working
capital.
“We are very pleased to announce this closing of the Private Placement, building on our first tranche
announced on April 26th. Securing this level of support from existing and new investors, at a very
challenging time in the markets generally, is testament to the confidence investors have in our
turnaround plans and the new team,” commented Mike Struthers, CEO. “I’m also very pleased to say we
are on track to achieve our first key milestone of 500 tonnes per day at Tahuehueto by the end of the
month, as previously announced. I look forward to providing more updates in the near future”.
DEBT SETTLEMENTS
Concurrently with closing the Second Tranche, the Company is pleased to advise that it has also closed
two debt settlements (the “Debt Settlements”) as part of its financing package (see the Company’s news
release dated March 31, 2023). Pursuant to the initial debt settlement, Calu Opportunity Fund, LP (“Calu”)
settled a loan in the amount of $3,714,729.11 in consideration of the issuance of 8,254,954 Shares at a price
of $0.45 per Share. Pursuant to the second debt settlement, Calu settled an advance in the amount of
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$4,900,000 made as a standby guarantee under the proposed rights offering of the Company (which did
not proceed) in consideration of the issuance of 14,000,000 units, having the identical terms as the Private
Placement Units.
All securities issued in connection under the Debt Settlements are subject to a four month plus one day
hold period under applicable Canadian securities laws. The Debt Settlements are subject to the receipt of
final approval from the TSXV.
NEW CONTROL PERSON
As a consequence of the closing of the Second Tranche and the Debt Settlements, Calu has been issued,
in aggregate, 34,483,525 Shares and 13,114,285 Warrants, representing 26.55% of the issued and outstanding
Shares of the Company on a post-closing basis. Accordingly, Calu has become the “Control Person” (as
that term is defined under British Columbia securities laws and the policies of the TSXV) of the Company.
The creation of Calu as a Control Person was approved by the Company’s shareholders at the Company
Annual General Meeting held on March 14, 2023 (see the Company’s news release of March 17, 2023).
"The completion of Luca Mining's private placement and the impending completion of construction at
the Tahuehueto gold project marks a remarkable turning point for the company," explained Enrique
Peralta. "We, at Calu Opportunity Fund, are truly excited about the potential and long-term value that
Luca Mining brings to the table. This significant progress solidifies our confidence in the company's
ability to deliver outstanding results and generate substantial returns for its shareholders."
About Luca Mining Corp.
Luca Mining Corp. is a Canadian based mining company with two 100% owned Mexican gold, silver, and
base metal mining projects.
Luca’s Tahuehueto Gold Mine Project is in north-western Durango State, Mexico, where construction of an
initial 500 tonnes per day (“ tpd”) operation is well advanced. The second stage, the 1000 tpd project, will
follow immediately after commissioning the initial stage. The operation is generating gold, silver, lead, and
zinc in concentrates.
Campo Morado is an operating polymetallic base and precious metals mine currently producing at an
average of 2,400 tpd, generating zinc and copper concentrates with significant precious metals credits.
Visit: www.lucamining.com
On Behalf of the Board of Directors
(signed) “Mike Struthers”
Mike Struthers,
CEO and Director
CAUTIONARY NOTE REGARDING PRODUCTION DECISIONS AND FORWARD-LOOKING STATEMENTS
It should be noted that Luca (then Altaley Mining Corporation) declared commercial production at Campo Morado and elected to
initiate construction to go into production at Tahuehueto prior to completing full feasibility studies demonstrating economic and
technical viability. Accordingly, readers should be cautioned that Luca’s production decisions have been made without
comprehensive feasibility studies of established reserves at Campo Morado and prefeasibility level reserves at Tahuehueto, such that
there is greater risk and uncertainty as to future economic results from the Campo Morado mine and at Tahuehueto mine where
reserves are established to the prefeasibility level of confidence and therefore a higher technical risk of failure than would be the case
if full feasibility studies were completed and relied upon to make production decisions. Luca has completed a preliminary economic
assessment (“PEA”) mining study on the Campo Morado mine and a prefeasibility study (‘PFS”) at Tahuehueto mine that provides a
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conceptual life of mine plan and a preliminary economic analysis based on the previously identified mineral resources (see News
Release dated November 8, 2017, April 4, 2018, and April 25, 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 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, such as production rates and
increases; success of exploration, development and bulk sample processing activities, and timing for processing at its own mineral
processing facility on the Tahuehueto project site. 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.
In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including,
but not limited to, that the current exploration, development, environmental and other objectives concerning the Campo Morado
Mine and the Tahuehueto Project can be achieved: the continuity of the price of gold and other metals, economic and political
conditions, and operations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which
may cause the actual results, performance, or achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the Forward-Looking Information. There can be no assurance that Forward-
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 required 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.
For further information about Luca Mining Corp., please contact:
Glen Sandwell
Corporate Communications Manager
Tel: +1 (604) 684-8071