Luca Mining Corp.

Luca Mining Corp. is a junior gold producer headquartered in Vancouver, Canada, operating primarily in Mexico. The company's portfolio consists of 2 projects, comprising 1 operating mine and 1 development project. Key assets include Campo Morado and Tahuehueto. The company operates as a polymetallic producer with a business model centered on the operation, development, and exploration of mineral properties. Its operational approach involves applying a unique mix of experience across political, exploration, operational, financial, and community aspects to unlock value, particularly in situations where a fresh approach or strategic investment is required. Processing capabilities are centered around crushing, grinding, and flotation circuits designed to produce multiple distinct concentrates. The enterprise focuses on optimizing underperforming assets and advancing overlooked exploration potential through a hands-on, solutions-oriented mindset. This integrated approach allows for disciplined execution and long-term value creation. A core component of the business model is the ability to navigate complex regulatory and stakeholder environments, which is considered a key factor in identifying and evaluating potential acquisitions. The operational framework is designed to be adaptable, with growth driven by opportunity rather than being constrained by geography, allowing for flexibility in asset selection and development strategy.

The corporate strategy is defined by an 'Optimize, Explore, and Expand' framework, focusing on growing the business through the advancement of existing assets and the acquisition of new operations. A key operational optimization initiative is the Campo Morado Incremental Improvement Project (CMIIP), a formal program designed to enhance metallurgical performance. This project involves a geometallurgy program, reconfiguring grinding circuits, and modifying the plant to produce 3 separate saleable concentrates, which is expected to improve recoveries and increase sales margins. The exploration strategy is structured around 3 clear objectives: identifying high-grade, near-mine mineralization for immediate resource base addition; expanding mineral resources to support increased production rates or extend operational life; and developing property-scale potential by testing high-impact exploration targets. Capital allocation for 2025 is planned to be fully funded through operational cash flow, with investments directed toward mine development, sustaining capital projects, and exploration programs. The long-term growth plan includes leveraging its operational expertise to acquire and develop additional assets where its specialized experience can create meaningful value.

Executive leadership was recently strengthened with the appointment of 3 key individuals to oversee strategic growth and technical execution. Mr. Ramon Mendoza Reyes, P.Eng., joined as Chief Technical Officer to manage technical and growth initiatives, serving as a Qualified Person for project-related matters. The exploration team is led by Mr. Paul Gray, P.Geo., as VP Exploration, who brings a 'boots on the ground' approach and acts as the Qualified Person for exploration. Mr. Adam Melnyk, P.Eng., CFA, was appointed VP Corporate Development to manage business development and growth. The board of directors is described as diverse, with individuals from varied backgrounds and expertise, including 1 senior director who is a Mexican national. The governance framework is supported by established policies, including a Corporate Disclosure policy, Insider Trading policy, Code of Conduct, and a Whistleblower policy. Management's responsibility for financial statements and disclosure controls is formally documented, ensuring a structured approach to corporate oversight and transparency.

The organization's sustainability efforts are demonstrated through specific, actionable programs across environmental, social, and safety domains. Environmental stewardship initiatives include the implementation of a water reutilization system at one operation with plans to replicate it at another, alongside active evaluation of green energy projects such as solar power and natural gas generators to reduce carbon emissions. Community engagement is a core focus, evidenced by assisting local authorities in establishing the first school and medical clinic in one operational area, contributing to infrastructure like electricity and water systems, and maintaining a 5-hectare community landfill. The company also maintains 160 km of local roads annually and provides yearly vaccination campaigns. A significant health and safety milestone was achieved with 1,000,000 hours worked without a lost-time injury at one of its mines. Local hiring and procurement policies are in place to benefit communities, directly employing over 200 locals at one site and approximately 150 at another, while also supporting local suppliers and contractors.

In May 2024, the company completed a divestiture, selling its 99.98% interest in its subsidiary, Prestadora de Servicios Arcelia, S.A. de C.V., to an arm's-length third party. A significant operational arrangement was established on August 6, 2024, when the company entered into a 2-year agreement with Cominvi, S.A. de C.V. to serve as the core mining contractor for one of its mines. The company has a complex financing and stakeholder relationship with Trafigura, which held a convertible debenture. This debenture was partially assigned to Trafigura's affiliate, Urion Holdings (“Malta”) Limited. In a subsequent transaction on January 7, 2025, the company and an arm's-length third-party, Jaluca Limited, repurchased the entire convertible debenture from Urion. The company canceled its portion, while Jaluca Limited converted its 57% share of the debenture into 13,566,771 common shares, thereby becoming a significant shareholder. In January 2024, the company also completed a debt settlement with Latapi Consultores, S.A. de C.V., issuing 17,750,000 shares to a syndicate of creditors for whom Latapi acted as agent, altering the shareholder structure.