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VANCOUVER, BC, Sept. 21, 2026 /CNW/ -- Luca Mining Corp. ("Luca" or the "Company") (TSXV: LUCA) (OTCQX: LUCMF) (Frankfurt: Z68) is pleased to announce that it has entered into a definitive share purchase agreement (the "Agreement") dated September 21, 2026 with Capstone Copper Corp. ("Capstone"), an arm's length party, to acquire 100% of the Cozamin Mine ("Cozamin" or the "Project") in Zacatecas, Mexico for total upfront consideration of $290 million and up to an additional $95 million in deferred and contingent consideration (the "Transaction"). All dollar amounts in this news release are in United States dollars, unless otherwise specified.
Luca will host a conference call and webcast to discuss the Transaction commencing at 10:00 a.m. Eastern time / 7:00 a.m. Pacific time on September 21, 2026. Details are provided at the end of this news release.
Cozamin is a long-standing, cash-generating underground copper-silver mine with 20 years of continuous production. Based on current consensus estimates, the Transaction is expected to more than double Luca's 2027 production profile, increase cash flow generation, and increase the Company's exposure to copper and silver. The Transaction also expands Luca's operating footprint into Zacatecas, one of Mexico's most productive mining regions. The location of Cozamin relative to other major mining operations is shown in Figure 1.
Cozamin has a long operating history and a historical mine plan supporting mine life through 2030, based on historical Mineral Reserve estimates disclosed by Capstone. Luca intends to undertake an extensive program of resource validation and exploration following closing, with the objective of extending mine life and demonstrating the long-term free cash flow generation potential of the Project. Luca has not adopted the historical mine plan and intends to develop an updated mine plan following completion of its review and verification of the historical technical information.
The Transaction is expected to provide Luca with increased cash flow to support future growth initiatives, including the recently announced acquisition of the El Barqueño project from Agnico Eagle, the Campo Morado Expansion, and other strategic opportunities.
Transaction Highlights
-- More than doubles near-term production, with the combined company
expected to generate net revenue of approximately $598 million in 2027(1),
versus Luca's 2025 net revenue of $177 million and operating cash flow of
approximately $223 million in 2027(3), versus Luca's 2025 operating cash
flow of $37 million.
-- Highly accretive to Luca's operating cash flow per share ("CFPS"), with
consensus estimates indicating a 93% increase from $0.22/sh(2) to
$0.42/sh(2, 3) with the addition of Cozamin.
-- Increase in free cash flow per share, with consensus estimates indicating
an approximate $139 million(2), or $0.28/sh(2), improvement in unlevered
free cash flow in 2027, from ($12 million)(2), or ($0.04/sh)(2), to $127
million(2), or $0.24/sh(2), with the addition of Cozamin(3).
-- Adds a proven, cash-generating operating asset with 20 years of
continuous production and a historical reserve-based mine plan extending
to 2030.
-- Established and permitted operation with longstanding community
agreements and significant existing infrastructure, including the
recently completed paste backfill and filtered tailings systems.
-- Strategic fit in Luca's existing Mexico focused portfolio with
opportunity to leverage existing local Mexican operating expertise,
permitting knowledge, and stakeholder relationships.
-- Potential for mine life extension, resource upside, and operational
optimization supported by a large historical resource base, extensive
exploration opportunities across known mineralized systems and multiple
underexplored targets, increased use of longhole mining, and Luca's
planned increased investment in exploration and resource definition
following closing.
-- Expands Luca's exposure to copper, positioning the Company to benefit
from anticipated long-term copper demand growth while retaining
significant exposure to silver and precious metals.
-- Potential to restart the existing zinc flotation circuit, providing
operational flexibility to respond to improving zinc market conditions.
-- Strengthens Luca's ability to internally fund growth, with incremental
cash flow from Cozamin expected to support future investment in the
recently announced El Barqueño project, the Campo Morado Expansion,
and other strategic initiatives.
-- Enhanced scale and capital markets presence backed by strategic investors,
supported by greater scale, stronger cash flow, and addition of several
key strategic equity shareholders including Capstone ($15 million),
Wheaton Precious Metals Corp. ("Wheaton") ($25 million), and Taurus
Mining Finance Fund No.3 ("Taurus") ($15 million), with a $75 million
equity backstop provided by Trafigura Pte Ltd. ("Trafigura").
-- Attractive transaction structure from a Mexican tax perspective, with no
VAT payable in connection with the Transaction.
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(1) Pro forma revenue figures based on street consensus
estimates for Luca and Visible Alpha estimates for
Cozamin.
(2) Non-GAAP measure that has no standardized meaning
under International Financial Reporting Standards;
refer to the "Non-GAAP Measures" section for more
information.
(3) Pro forma cash flow and free cash flow based on
street consensus estimates for Luca and Visible Alpha
estimates for Cozamin; per share figures based on
Luca's Issue Price of C$1.00.
Dan Barnholden, Luca's CEO and Director, commented, "The acquisition of Cozamin represents a transformational step for Luca. We are acquiring a long-standing, cash-generating underground mine with established infrastructure, a strong operating history and significant remaining mineral potential, while materially increasing our production and cash flow profile. We are also very pleased to welcome a number of significant new shareholders to the Luca register, including Capstone, Wheaton, and Taurus, with a notable equity backstop being provided by Trafigura. We greatly appreciate their support and confidence in Luca and this Transaction.
In particular, we would like to thank Capstone for trusting us to continue their legacy of positive community relations, environmental stewardship, and operational excellence at Cozamin. We look forward to welcoming the employees who make up the Cozamin team to Luca and we are excited to work alongside our new colleagues.
We are particularly excited about the exploration potential at Cozamin. The mine has consistently replaced depletion through nearly two decades of production, yet substantial portions of the mineralized systems remain open and underexplored. Our objective will be to build on that foundation, prepare updated Mineral Resources and Mineral Reserves, and extend the mine life well beyond the historical 2030 mine plan.
The Transaction also strengthens Luca's ability to fund its broader growth strategy. With Cozamin's cash flow alongside our existing operations, we expect to have greater financial flexibility to advance El Barqueño, the Campo Morado Expansion, and other opportunities while continuing to invest in exploration and operational improvements across the portfolio."
Cozamin Background
Capstone acquired its initial interest in Cozamin in 2003, earning a 90% interest in December 2005 and bringing the mine into commercial production in August 2006. The mine has operated continuously since then and has consistently maintained a five- to 10-year reserve life.
In December 2020, Capstone entered into an agreement with Wheaton for $150 million in exchange for a silver stream. Proceeds were used in part to construct a tailings filtration and paste backfill plant, completed in 2022, and to complete a one-way underground haulage loop.
Mineralization at Cozamin is defined across two principal structures: the Mala Noche Vein ("MNV") system, which has been in production since 2006, and the higher-grade Mala Noche Footwall Zone ("MNFWZ"), discovered in 2010 and subsequently brought into production.
Cozamin is an important economic contributor to the local community and employs a significant number of residents from the nearby city of Zacatecas.
Cozamin Operational Overview
Cozamin is a proven, continuously operating underground mine that has generated constant cash flow across multiple commodity price cycles. Mining is accessed through two ramp declines and the San Roberto shaft and employs a combination of longitudinal and transverse longhole stoping and mechanized cut-and-fill.
Ore is processed through a conventional crush-grind-sequential flotation circuit with capacity of up to 4,400 tonnes per day ("tpd"), capable of producing separate copper and zinc concentrates, both with silver credits. The plant has achieved average throughput of approximately 3,670 tpd over the past five years, with the principal constraint being mine production rather than processing capacity.
Site infrastructure is well established and includes the paste backfill and filtered tailings systems completed in 2022. Following closing, Luca intends to evaluate opportunities to improve mining methods, increase operational efficiency and maximize utilization of the existing infrastructure.
Cozamin Geology and Exploration