NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION TO UNITED STATES
Vancouver, British Columbia - Lumina Gold Corp. (TSXV: LUM)
(the “Company” or “Lumina”) is pleased to announce that it has entered into
an agreement with a syndicate of agents, co-led by Raymond James Ltd. and
Haywood Securities Inc., (collectively, the “Agents”), that have agreed to
sell, on a "best efforts" private placement basis, up to 24,193,548 common
shares at a price of C$0.62 per common share, for aggregate gross proceeds
of up to C$15 million (the “Offering”). It is anticipated that certain
insiders of the Company will participate in the Offering.
The Company plans to use the net proceeds from the Offering for the
exploration and advancement of the Company’s projects in Ecuador and for
general corporate purposes. The Offering is scheduled to close on or about
November 29, 2017 the (“Closing Date”), and is subject to certain
conditions customary for transactions of this nature, including, but not
limited to, the receipt of all necessary approvals, including the approval
of the TSX Venture Exchange.
The common shares issued in the Offering will be subject to a statutory
hold period of four months and one day following the Closing Date.
The securities to be offered pursuant to the Offering have not been, and
will not be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act") or any U.S. state securities laws, and may not
be offered or sold in the United States or to, or for the account or
benefit of, United States persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in the United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
The Company understands certain related parties as defined in Multilateral
Instrument 61-101 ("MI 61-101") may participate in the Offering. Any such
resulting related party transaction will be exempt from the formal
valuation requirement and shareholder approval requirement of MI 61-101, as
will be described in the material change report to be filed by the Company
in connection with this Offering, if required.
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 recently announced a letter of intent with First Quantum Minerals Ltd.
for an earn-in agreement on its Orquideas and Cascas concessions. The
Company 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. The Company intends to continue to identify, acquire
and advance mineral exploration properties that have large scale potential.
Further details are available on the Company’s website at
LUMINA GOLD CORP.
Signed: “Marshall Koval”
President & CEO, Director
For further information contact:
T: +1 604 646 1890
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 size of the Offering, the expected participation of insiders in the Offering, the anticipated Closing Date and the receipt of regulatory approvals for the Offering . 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 and phrases or statements that certain actions, events or results “will”, “could” or are “intended to” 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 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.