Vancouver, British Columbia – Lumina Gold Corp. (TSXV: LUM) (OTC: LUMAF) (“Lumina”) and Luminex Resources Corp. (“Luminex”) are pleased to announce that they have closed the previously announced statutory plan of arrangement (the “Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) to spin out all of Lumina’s concessions and properties, with the exception of the Cangrejos Gold-Copper Project, to Lumina shareholders through Luminex. The effective time of the Arrangement was 12:01 a.m. on August 31, 2018.
Arrangement
Under the Arrangement, Lumina’s shareholders will receive common shares of Luminex (“Luminex Shares”) by way of a share exchange, pursuant to which each existing common share of Lumina (an “Old Lumina Share”) will be exchanged for one “new” common share of Lumina (a “Lumina Share”) and 0.15 of a Luminex Share. 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 of Lumina.
The Arrangement remains subject to final acceptance from the TSX Venture Exchange (the “TSX-V”). The TSX-V has conditionally approved the listing of the Luminex Shares under the trading symbol “LR”.
Stock Symbols
Lumina Shares will trade under Lumina’s current ticker symbol of “LUM” on the TSX-V. The CUSIP number assigned to the Lumina Shares is 55026L305 (ISIN: CA55026L3056).
Once listed, Luminex Shares will trade under the ticker symbol “LR” on the TSX-V. The CUSIP number assigned to the Luminex Shares is 55028V103 (ISIN: CA55028V1031).
Trading Information
On or about Friday, August 31, 2018, it is anticipated the TSX-V will issue a bulletin in respect of the commencement of trading of the Luminex Shares under the symbol “LR”. Within two business days of the TSX-V bulletin, the Lumina Shares and the Luminex Shares will commence trading on the TSX-V. An Old Lumina Share purchased prior to the commencement of trading of new Lumina Shares and Luminex Shares will be settled for one Lumina Share and 0.15 of a Luminex Share.
Where Old Lumina Shares are held through a broker, the broker, or the depositary with which the broker holds such Old Lumina Shares, will be responsible for dealing with the exchange of the Old Lumina Shares for Lumina Shares and Luminex Shares and the distribution of same on the shareholders’ behalf.
Lumina has mailed letters of transmittal to all eligible registered shareholders. To receive Direct Registration System (“DRS”) statements representing Lumina Shares and Luminex Shares, registered shareholders must duly complete the letter of transmittal and either provide their DRS account number or surrender their existing certificates for Old Lumina Shares, as applicable, and deliver them to Computershare Investor Services Inc. (the “Exchange Agent”) at the address shown on the letter of transmittal. Upon surrender to the Exchange Agent of a certificate representing Old Luminex Shares, together with a properly executed letter of transmittal, a registered shareholder will be entitled to receive, and the Exchange Agent will deliver to such holder, a DRS statement representing that number of Lumina Shares and Luminex Shares that such holder has a right to receive pursuant to the Arrangement and the surrendered certificate will be cancelled. The letter of transmittal was filed on Lumina’s SEDAR profile on July 16, 2018, and is available at www.sedar.com.
About Lumina
Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based precious and base metals exploration and development company focused on the Cangrejos Gold-Copper project located in El Oro Province, southwest Ecuador. Lumina has an experienced management team with a successful track record of advancing and monetizing exploration projects.
Further details are available on Lumina’s website at www.luminagold.com.
About Luminex
Luminex Resources Corp. is a Vancouver, Canada based precious and base metals exploration and development company focused on gold and copper projects in Ecuador. Luminex’s Condor Gold-Copper project is located in Zamora-Chinchipe Province, southeast Ecuador. Luminex also holds a large and highly prospective land package in Ecuador consisting of approximately 116 thousand hectares.
Further details are available on Luminex’s website at www.luminexresources.com.
LUMINA GOLD CORP.
Signed: “Marshall Koval”
Marshall Koval, President & CEO, Director
| LUMINEX RESOURCES CORP. | |
| Signed: “Marshall Koval” | |
| Marshall Koval, CEO, Director | |
| For further information contact: | |
| Scott Hicks | |
| shicks@luminagold.com | |
| T: +1 604 646 1890 | |
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
| Lumina Gold Corp. | |
| Head Office: | Tel: (604) 646-1890 |
| 410 – 625 Howe Street | Fax: (604) 687-7041 |
| Vancouver, BCV6C 2T6 | info@luminagold.com |
| Canada | www.luminagold.com |
| Luminex Resources Corp. | |
| Head Office: | Tel: (604) 646-1890 |
| 410 – 625 Howe Street | Fax: (604) 687-7041 |
| Vancouver, BCV6C 2T6 | info@luminexresources.com |
| Canada | www.luminexresources.com |
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 terms of the Arrangement, final TSX-V approval of the listing of Luminex and the anticipated date that Lumina Shares and Luminex Shares will begin trading on the TSX-V. Often, but not always, forward-looking statements or information can be identified by the use of words such as “will” or variations of that word, or statements that certain actions, events or results “will” or are “anticipated to” be taken, occur or be achieved.
With respect to forward-looking statements and information contained herein, Lumina and Luminex have made numerous assumptions including among other things obtaining final TSX-V approval of the listing of Luminex, 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 Lumina and Luminex believe 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 Lumina and Luminex’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: Luminex not obtaining final TSX-V approval of the Arrangement; the market valuing Lumina and Luminex in a manner not anticipated by Lumina and Luminex; unanticipated costs, expenses or liabilities associated with the Arrangement; risks associated with the businesses of Lumina and Luminex; 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; changes in laws (including regulations respecting mining concessions); and other risk factors as detailed from time to time in Lumina and Luminex’s continuous disclosure documents filed with Canadian securities administrators. Lumina and Luminex do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
