Vancouver, British Columbia – Lumina Gold Corp. (TSXV: LUM) (OTC: LUMAF)(“Lumina” or the “Company”) announces the results of its annual general and special meeting of shareholders held on August 21, 2018 in Vancouver (the “Meeting”). At the Meeting, shareholders voted in favour of the spin-out of Luminex Resources Corp. (“Luminex”) pursuant to a statutory plan of arrangement (the “Arrangement”) under Section 288 of the Business Corporations Act (British Columbia).
Under the Arrangement, Lumina’s current shareholders will receive common shares of Luminex by way of a share exchange, pursuant to which each existing common share of Lumina is exchanged for one “new” common share of Lumina and 0.15 of a common share of Luminex. Optionholders of Lumina will receive replacement options of Lumina and options of Luminex which are proportionate to, and reflective of, the terms of their existing options.
Luminex will hold all of the concessions and properties previously held by Lumina with the exception of the Cangrejos Project and will be capitalized with approximately US$5 million raised from Lumina’s C$7 million financing that closed on July 26, 2018.
The Arrangement remains subject to final approval of the Supreme Court of British Columbia and acceptance from the TSX Venture Exchange, and is expected to be completed on or about August 31, 2018. Luminex has applied to list its common shares on the TSX Venture Exchange.
Lumina’s shareholders also voted in favour of each of the other matters considered at the Meeting, including voting in favour of electing each of Marshall Koval, Lyle Braaten, Donald Shumka, Michael Steinmann, Stephen Stow and Heye Daun as directors of the Company to hold office for the ensuing year, appointing auditors for the ensuing year and authorizing the board of directors to set their remuneration, approving Lumina’s 10% Rolling Stock Option Plan, and approving Luminex’s Stock Option Plan.
About Lumina Gold
Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based precious and base metals exploration and development company focused on gold and copper projects in Ecuador. The Company’s Cangrejos Gold-Copper project is located in El Oro Province, southwest Ecuador, and its Condor Gold-Copper project is located in Zamora-Chinchipe Province, southeast Ecuador. The Company also holds a large and highly prospective land package in Ecuador consisting of 135 thousand hectares. The Company has an experienced management team with a successful track record of advancing and monetizing exploration projects.
Further details are available on the Company’s website at https://luminagold.com/.
| LUMINA GOLD CORP. | |
| For further information contact: | |
| Signed: “Marshall Koval” | Scott Hicks |
| shicks@luminagold.com | |
| Marshall Koval, President & CEO, Director | T: +1 604 646 1890 |
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
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to the securities shareholders and optionholders will receive under the Arrangement; the concessions, properties and capitalization of Luminex after completion of the Arrangement; and completion and timing of completion of the Arrangement.
Often, but not always, forward-looking statements or information can be identified by the use of words such as “will”, “expected” or variations of that word and phrases or statements that certain actions, events or results “will” be taken, occur or be achieved.
With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about obtaining approval of the Supreme Court of British Columbia and acceptance from the TSX Venture Exchange for the Arrangement, general business and economic conditions, the prices of gold and copper, and anticipated costs and expenditures. The foregoing list of assumptions is not exhaustive.
Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of reserves and resources); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company’s continuous disclosure documents filed with Canadian securities administrators. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
