Restructuring cures the outstanding June 2025 payment and re-sets the remaining consideration against community, permitting and development milestones at Lucero

VANCOUVER, BC – TheNewswire – August 10, 2026 – Element79 Gold Corp. (CSE: ELEM | OTCQB: ELMGF | FSE: 7YS0) ("Element79" or the "Company") is pleased to announce that it has reached agreement with Condor Resources Inc. ("Condor") to restructure the remaining payment terms of the Company’s acquisition of the Lucero Project (the "Project" or "Lucero") in the Chachas District of Arequipa, Peru. The revised terms are set out in a fourth amendment (the "Fourth Amendment") to the Purchase and Sale Agreement between the parties dated December 21, 2020 (the "Agreement").

Element79 is acquiring Lucero through its wholly owned subsidiary, Calipuy Resources Inc. ("Calipuy"), which is purchasing the shares of Minas Lucero del Sur S.A.C. ("MLDS"), the Peruvian operating entity that owns the Project.

Highlights

• Cures the overdue US$1,100,000 payment that fell due to Condor on June 30, 2025, through a US$100,000 non-refundable deposit on signing and US$1,000,000 at closing. 

• Closing targeted for August 31, 2026, subject to customary conditions and regulatory approvals. 

• Two clear settlement routes for the balance of the consideration: an accelerated payment of US$4,050,000 by July 31, 2027, or four milestone-linked payments totalling US$6,000,000. 

• Milestone payments track the Project’s actual development path — community agreement, permitting, mill development and production — with fixed outside dates in 2028, 2029, 2031 and 2033. 

• Condor’s security position is unchanged; the existing pledge over the MLDS shares remains in place until Element79’s obligations are paid and performed in full. 

Summary of the Fourth Amendment

Curing the outstanding payment

Element79 will pay Condor a non-refundable deposit of US$100,000 on signing, followed by US$1,000,000 at closing. Together, these payments cure the US$1,100,000 instalment that fell due on June 30, 2025. Closing is targeted for August 31, 2026.

Settling the remaining consideration

The balance of the consideration owing under the Agreement may be satisfied under either of two alternatives:

Plan A. Element79 may pay US$4,050,000 on or before July 31, 2027. This amount is consistent with the Final Cash Payment that would have been payable under the high-gold-price escalator in the original Agreement.

Plan B. If Plan A is not completed, Element79 will instead make four milestone-linked payments totalling US$6,000,000. Each becomes due on the earlier of the corresponding project milestone or a fixed outside payment date:

Project Milestone	Outside Payment Date
Registration of a community agreement	2028
Issuance of the Initiation of Activities Permit	2029
Commencement of mill development	2031
Completion of the mill or commencement of production	2033

 

The outside payment dates apply whether or not the corresponding milestone has been achieved, and are not subject to force majeure.

Security and conditions to closing

The pledge of the MLDS shares granted in favour of Condor under the original Agreement remains in full force and effect and will continue to secure Element79’s obligations until those obligations have been fully paid and performed.

Closing of the Fourth Amendment remains subject to customary conditions, including Condor’s receipt of the US$100,000 deposit and the US$1,000,000 closing payment, together with applicable corporate authorizations and regulatory approvals.

A Defined Path Forward at Lucero

The restructuring replaces a single overdue obligation with a defined schedule, and ties a significant portion of the remaining consideration to the Project’s advancement rather than to a fixed calendar alone. Under Plan A, Element79 can retire the balance in a single payment in 2027; under Plan B, payments fall due as community, permitting, development and production milestones are reached, subject to backstop dates.

The amendment follows the Company’s previously disclosed force majeure notice in respect of Lucero and reflects a constructive negotiation between the parties on terms that reflect the Project’s realistic development timeline.

Management commentary

Michael Smith, Chief Executive Officer of Element79 Gold Corp., commented:

"This agreement gives Element79 a clear, defined path forward on the remaining acquisition obligations at Lucero. It lets us cure the outstanding June 2025 payment and re-set the balance of the consideration against the way the Project will actually be developed — community agreements first, then permitting, then construction and production."

"Lucero remains an important asset for Element79, and resolving the legacy payment structure removes a significant overhang as we determine the right way to advance it. We thank Condor for working constructively with us to reach terms that give both parties certainty."

About the Lucero Project

The Lucero Project is located in the Chachas District of Arequipa, Peru, and comprises the past-producing Shila Mine and surrounding mineral concessions. Element79 continues to evaluate the optimal strategy for advancing Lucero, including the community engagement, permitting, technical and development requirements necessary to support future project activities.

About Element79 Gold Corp.

Element79 Gold Corp. is a mining company focused on the exploration, acquisition and development of high-grade gold and silver assets in Peru and the United States. Its principal asset is the past-producing Lucero Project in Arequipa, Peru. The Company also holds the Elephant and Gold Mountain projects in the Battle Mountain district of Nevada.

The Company’s common shares trade on the Canadian Securities Exchange under the symbol "ELEM", on the OTCQB market under the symbol "ELMGF", and on the Frankfurt Stock Exchange under the symbol "7YS0". Further details on this announcement and the Company’s projects are available at www.element79.gold, and under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Contact Information

For corporate matters:

Michael Smith, Chief Executive Officer

E-mail: ms@element79.gold

For investor relations inquiries:

Investor Relations Department

Phone: +1.403.850.8050

E-mail: investors@element79.gold

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). All statements other than statements of historical fact may be forward-looking statements.

Forward-looking statements in this news release include, but are not limited to, statements regarding: completion of the transactions contemplated by the Fourth Amendment; the targeted closing date of August 31, 2026; payment of the US$100,000 deposit and the US$1,000,000 closing payment; the Company’s ability to satisfy the remaining consideration under Plan A or Plan B; the timing or achievement of future community agreements, permitting, mill development, construction and production milestones at the Lucero Project; the future advancement and development of Lucero; receipt of applicable corporate and regulatory approvals; and the Company’s future plans and objectives with respect to the Project.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others: failure to satisfy the conditions required to complete the Fourth Amendment; the Company’s ability to make required payments when due; changes in commodity prices and capital markets; availability of financing; community relations and social licence matters; permitting and regulatory risks in Peru; political and economic conditions; development and construction risks; and other risk factors disclosed in the Company’s continuous disclosure record available on SEDAR+.

Forward-looking statements are based on the reasonable assumptions, estimates, analyses and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors management believes to be relevant and reasonable in the circumstances as of the date such statements are made. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws.

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.