Element79 Gold Corp. Restructures Lucero Project Sale with New Agreement

Vancouver, B.C. — November 10, 2026 — Leads & Copy — Element79 Gold Corp. has signed a definitive share purchase agreement for the staged sale of its interest in the Lucero gold-silver project in Peru, restructuring a previous deal. The new agreement, dated November 9, 2026, replaces a binding memorandum of understanding from June 10, 2026.

The transaction involves the sale of a 35% interest in Calipuy Resources Inc., a subsidiary holding the Lucero project, with an option for the remaining 65%. The total consideration remains US$2.0 million if the option is exercised.

The purchaser, a privately-held Canadian company, will initially acquire 35% of Calipuy for US$700,000. This initial payment includes a US$300,000 non-refundable deposit already paid, with US$400,000 due at closing. The purchaser has until January 31, 2027, to exercise its option to acquire the remaining 65% interest in Calipuy for an additional US$1.3 million.

Element79 may also receive a share of net profits above a specified threshold on qualifying resales agreed within 18 months after the initial closing.

Additionally, Element79 and its subsidiaries have signed a fifth amendment to the original Lucero acquisition agreement with Condor Resources Inc. Under this amendment, US$100,000 has been paid, with US$200,000 due on the first installment and US$800,000 by February 12, 2027, subject to acceleration. Element79 remains jointly liable with Calipuy and Minas Lucero del Sur S.A.C. for these payments, as well as for a separate US$4.05 million restructured balloon payment due July 31, 2027, and applicable milestone payments, regardless of whether the sale closes.

Under the share purchase agreement, the purchaser will assume the Condor obligations from the initial closing, with US$1.1 million of the purchase price allocated to these obligations. After this allocation, Element79 expects to retain net proceeds of approximately US$700,000. Condor's share pledge remains in place.

The initial closing is contingent on several conditions, including the execution of a royalty assumption agreement and the satisfaction or waiver of the applicable royalty notice requirement.

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 and evaluates strategic opportunities.