Vancouver, British Columbia – Lumina Gold Corp. (“Lumina”) (TSXV: LUM), is pleased to announce that it plans to conduct a non-brokered private placement of up to 28,571,428 common shares in the capital of Lumina (the “Shares”) at a price of CDN $0.70 per Share to raise gross proceeds of up to approximately CDN $20 million (the “Private Placement”). The price of CDN $0.70 represents a 5% discount to the last closing price of Lumina common shares of CDN $0.74 and a 10% discount to the 20 day volume-weighted average price of Lumina common shares of CDN $0.78.
The net proceeds of the Private Placement will be used to advance exploration of Lumina’s properties and for general working capital purposes.
Certain directors, officers and other insiders of Lumina may acquire securities under the Private Placement. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of Lumina’s market capitalization.
Closing of the Private Placement is subject to the approval of the TSX Venture Exchange. Lumina anticipates closing the Private Placement as soon as practicable subject to receipt of all necessary regulatory approvals. Finder’s fees will be payable on a portion of the private placement, in accordance with the policies of the TSX Venture Exchange.
All Shares issued in connection with the Private Placement will be subject to a four-month and one day hold period under applicable securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold to persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Lumina Gold Corp. | For further information for Lumina, contact: |
| Martin Rip | |
| Signed: “Marshall Koval” | tel: + 604 646-1884 |
| Marshall Koval, President & CEO | fax: + 604 687-7041 |
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Information
The foregoing information contains forward-looking statements regarding the size of the Private Placement, the timing of closing of the Private Placement, and the anticipated use of proceeds from the Private Placement. In making the forward-looking statements in this release, Lumina has applied certain factors and assumptions that are based on information currently available to Lumina as well as Lumina’s current beliefs and assumptions made by Lumina, including that Lumina is able to obtain regulatory approval of the Private Placement and that Lumina is able to complete the Private Placement. Although Lumina considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that the Private Placement will not be completed, that Lumina will be unable to obtain or will experience delays in obtaining any required regulatory approvals and that Lumina may need to expend the proceeds from the Private Placement in a manner not currently contemplated. Although Lumina has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Lumina does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
