C$26 Million Private Placement and Conversion Line of Credit NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION TO UNITED STATES
VANCOUVER, British Columbia, Sept. 13, 2021 (GLOBE NEWSWIRE) -- Lumina Gold Corp. (TSXV: LUM) (OTCQX: LMGDF) (the “Company” or “Lumina”) is pleased to announce that it has entered into an agreement with a syndicate of agents, led by Haywood Securities Inc. and Raymond James Ltd. (collectively, the “Agents”), that have agreed to sell, on a commercially reasonable efforts private placement basis, up to 26,670,000 common shares (“Shares”) at a price of C$0.60 per Share (the “Offering Price”), for aggregate gross proceeds of up to C$16 million (the “Brokered Offering”). In addition, the Company intends to complete a concurrent non-brokered private placement of up to C$10 million worth of Shares (the “Non-Brokered Offering”, and together with the Brokered Offering, the “Offering"), on the same terms as the Brokered Offering with certain insiders and strategic investors.
The Company has granted the Agents an option (the “Over-Allotment Option”), exercisable in whole or in part by the Agents, to sell an additional C$2,400,300 of Shares at the Offering Price.
The Company has upsized its existing credit facility (the “Facility”) with Ross Beaty from C$5 million to C$6 million (the “Facility Upsize”). The term of the Facility has been extended from September 30, 2021 to December 31, 2021. Ross Beaty will convert his entire outstanding principal and interest associated with the Facility into Shares at the Offering Price (the “Debt Settlement”) concurrent with the closing of the Offering.
The Company plans to use the net proceeds from the Offering for infill drilling, step-out drilling and Pre-Feasibility work at its Cangrejos project and for general corporate purposes. The Offering and the Debt Settlement are scheduled to close on or about October 4, 2021 the (“Closing Date”), and are 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 Company has agreed to pay the Agents a cash commission of up to 6.0% of the gross proceeds raised under the Brokered Offering.
The Shares issued in the Offering and the Debt Settlement 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 and the Debt Settlement 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 expects certain related parties as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") to participate in the Offering and Mr. Beaty, a related party of the Company, to participate in the Debt Settlement and the Facility Upsize. Any such resulting related party transaction will be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any Shares issued to such persons will not exceed 25% of the Company’s market capitalization.
To the knowledge of the Company or any director or senior officer of the Company, after reasonable inquiry, no "prior valuations" (as defined in MI 61-101) in respect of the Company that relate to the Offering, the Debt Settlement or the Facility Upsize, or are relevant to the Offering, the Debt Settlement or the Facility Upsize, have been prepared within 24 months preceding the date hereof. All of the terms and conditions of the Offering, the Debt Settlement and the Facility Upsize were reviewed and unanimously approved by the board of directors of the Company.
https://www.globenewswire.com/news-release/2021/09/13/2296146/0/en/Lumina-Gold-Announces-C-26-Million-Private-Placement-and-Conversion-of-Existing-Line-of-Credit.html