Lumina Gold Moves Forward with Important Shareholder Meeting for Proposed Arrangement

Lumina Gold Takes Steps Towards Significant Business Arrangement

Lumina Gold Corp. (TSXV: LUM) has recently made headlines by announcing the mailing of materials essential for a special meeting intended for its shareholders. This meeting is scheduled for June 16, 2025, and it aims to deliberate on a significant arrangement with CMOC Singapore Pte. Ltd., known as the 'Purchaser,' along with 1536188 B.C. Ltd., referred to as 'AcquireCo.' The announcement underscores Lumina's commitment to advancing its operations and maximizing shareholder value.

Details Surrounding the Arrangement

In an earlier statement issued on April 21, 2025, Lumina disclosed the basic terms of the arrangement. The forthcoming meeting, to be held at 10 a.m. Vancouver time at the Waterfront Centre in Vancouver, British Columbia, has garnered considerable interest among shareholders, option holders, and holders of restricted share units, collectively called 'Securityholders.'

The mailing that went out includes not just the notice of the meeting but also an information circular along with proxy materials that provide crucial information regarding the arrangement. Lumina is urging all Securityholders to thoroughly review these documents as they contain pivotal details regarding their rights and entitlements within the structure of the proposed arrangement.

Board Approval and Recommendation

Lumina’s Board of Directors, after extensive consultations with financial and legal advisors, has expressed its unanimous support for the arrangement. The board opined that the arrangement is fair to shareholders and aligns with the best interests of Lumina going forward. They have recommended that Securityholders vote in favor of the proposed resolution during the upcoming meeting.

To proceed, the arrangement requires the approval of at least two-thirds of the votes cast by the shareholders present at the meeting either in person or by proxy. Moreover, the support must also come from the combined votes of all security classes (shareholders, option holders, and RSU holders). A simple majority must also be achieved, excluding votes from any individual whose voting rights must be disregarded in accordance with Multilateral Instrument 61-101, which is in place to protect minority security holders during special transactions.

Additionally, the final approval of the arrangement by the Supreme Court of British Columbia is another key requirement for it to take effect. The court will need to determine that the arrangement is in Lumina's best interests and fair to all Securityholders involved.

Strategic Advantages for Shareholders

The proposal brings forward a host of benefits for Lumina's shareholders. Notably, it offers an immediate cash premium of approximately 71% over the 20-day volume weighted average trading price of shares, and a 41% premium over the most recent share closing price. This presents a clear financial incentive for shareholders. Furthermore, the arrangement is characterized as an all-cash offer, which will provide them with liquidity without any financing conditions resulting in uncertainty.

The involved entities are recognized as credible and capable, adding further assurance regarding the successful implementation of the arrangement. In response to the financial needs of the ongoing Cangrejos project, Lumina has also arranged for an interim financing of USD 20 million, which should support the project's immediate requirements.

The independent fairness opinion provided by RBC Capital Markets Inc. further bolsters the arrangement's credibility by indicating that the consideration for shareholders is fair from a financial perspective.

Importance of Voting

The upcoming meeting is significant for all parties involved, with the vote being crucial. The materials detailing the arrangement not only summarize what is at stake but also provide guidance on how Securityholders should vote. For registered shareholders unable to attend, it’s essential to either fill out the proxy form or delegate voting rights accordingly. Non-registered shareholders will need to follow instructions from their brokers or intermediaries to ensure their votes are counted.

The expected closing of the arrangement is projected for late June 2025, pending the requisite approvals and conditions. These may include approval by the Securityholders, acceptance from the TSX Venture Exchange, and such others as are standard for transactions of this nature.

With Lumina focusing on the promising Cangrejos project in Ecuador, the company is exhibiting a proactive approach to enhancing shareholder value and capitalizing on growth opportunities in the mining sector.

About Lumina Gold Corp.

Headquartered in Vancouver, Lumina Gold Corp. is primarily engaged in the development and exploration of the Cangrejos project in Ecuador. Recognized as the largest primary gold deposit in the region, Lumina has garnered an experienced management team with a track record of success in advancing exploration initiatives. The company continues to welcome investor inquiries and offers further insights through its website and social media channels.

For more information and updates, interested individuals can visit Lumina’s official website at luminagold.com