Luca Mining Corp.  (TSX-V: LUCA) (OTCQX: LUCMF) (Frankfurt: Z68) is pleased to announce that it, along with an arm’s-length third-party corporation, Jaluca Limited, have reached an agreement with Urion Holdings (Malta) Limited (“Urion“, a wholly owned subsidiary of Trafigura Mexico S.A. de C.V.) to repurchase 100% of Luca’s US$5.8 million convertible debenture held by Urion. Luca and Jaluca are purchasing 43% and 57% of the Debenture, respectively, for a total purchase price of US$7.2 million or at an as if converted basis of CAD$0.4338 per share, a discount of over 25% to Luca’s closing share price on the TSX-V on January 3, 2025 of $0.58. Luca will immediately cancel its portion of the Debenture, reducing fully diluted shares outstanding by 10,285,714 shares or 4.4%. As part of the transaction, Jaluca has agreed to convert its purchased share of the Debenture at the Debenture’s exercise price of $0.35. The result of the purchase and cancellation of US$2.5 million of the Debenture by Luca and the purchase and conversion of US$3.3 million of the Debenture by Jaluca is the removal of US$5.8 million in debt from Luca’s balance sheet. After completion of the transaction, Luca will have 221,365,671 shares outstanding.

In addition, the Company has continued to make principal repayments on its term loan with Trafigura Mexico S.A. de C.V. Total debt outstanding has been reduced to approximately US$11.1 million since October 2024, representing a nearly 39% reduction.

The purchase of the Debenture was facilitated by the exercise of 8.7 million Luca warrants in December 2024 for proceeds of C$4.4 million. The Company’s cash balance is roughly US$6.75 million, net after the purchase of the Debenture and term debt repayment.

As a result of the foregoing, Luca will have 221,365,671 million shares outstanding, 47,789,457 warrants outstanding, US$11.1 million debt and approximately US$6.75 million cash. The Company will continue to use proceeds from the ongoing warrant exercises to pay down its debt with an objective to be debt free before the end of 2025.

Dan Barnholden, CEO, commented, “As we have committed to shareholders, we are dedicated to repaying our debt and reducing our shares outstanding as quickly as possible. We are thrilled to be in a position to opportunistically reduce our issued and outstanding shares, at a significant discount to our current trading price, while simultaneously strengthening our balance sheet. This sets us apart from our peers and speaks to our commitment to creating shareholder value. We have a well-defined growth strategy and boxes are being checked. We are well on our way to being debt free and are beginning to generate free cash flow from both of our mines. We have recently announced exploration underway at Tahuehueto focused on resource expansion and mine life extension, and we will soon commence exploration at Campo Morado. The optimization program at Campo Morado is yielding excellent results and commissioning of Tahuehueto is nearing completion. This year is shaping up to be a transformative year for Luca Mining.”

About Luca Mining Corp.

Luca Mining is a diversified Canadian mining company with two 100%-owned producing mines within the prolific Sierra Madre mineralized belt in Mexico which hosts numerous producing and historic mines along its trend. The Company produces gold, copper, zinc, silver and lead from these mines that each have considerable development and resource upside.

The Campo Morado mine, is an underground operation located in Guerrero State. It produces copper-zinc-lead concentrates with precious metals credits. It is currently undergoing an optimization program which is already generating significant improvements in recoveries and grades, efficiencies, and cashflows.

The Tahuehueto Gold, Silver Mine is a new underground operation in Durango State. which hosts numerous producing and historic mines along its trend. The Company is commissioning its mill and is expected to achieve commercial production by Q1 2025.

Qualified Person

The technical information contained in this News Release has been reviewed and approved by Mr. Paul Gray, Vice-President Technical at Luca Mining as the Qualified Person for the Company as defined in National Instrument 43-101.