Element79 Gold Corp. has reached an agreement with Condor Resources Inc. to restructure the remaining acquisition terms for the Lucero Project in Peru, curing an overdue US$1,100,000 payment that fell due on June 30, 2025.

The fourth amendment to the original December 2020 purchase and sale agreement is conditional on a US$100,000 non-refundable deposit paid on signing and US$1,000,000 due at closing, which is targeted for August 31, 2026. Closing requires customary conditions, corporate authorizations, and regulatory approvals.

Under the revised terms, Element79 can satisfy the remaining consideration through two alternative paths. Plan A provides an accelerated payment of US$4,050,000 by July 31, 2027. Alternatively, under Plan B, the company will make four milestone-linked payments totalling US$6,000,000. These payments become due on the earlier of the corresponding project milestone or fixed outside dates spanning from 2028 to 2033.

The milestone schedule links payments directly to project development stages: registration of a community agreement with a 2028 outside date, issuance of the Initiation of Activities Permit by 2029, commencement of mill development by 2031, and completion of the mill or commencement of production by 2033. Condor’s existing security position remains unchanged, with the pledge over the shares of Peruvian operating entity Minas Lucero del Sur S.A.C. remaining in place until all obligations are fully performed.

Element79 previously invoked a force majeure clause in June 2025 due to social, regulatory, and political barriers that prevented exploration and development activities at the past-producing Shila mine site and surrounding concessions.

“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.”

— Michael Smith, Chief Executive Officer

Read the full announcement: Element79 Gold Announces Fourth Amendment to Lucero Purchase and Sale Agreement with Condor Resources