Luminex Resources Announces C$12.5 Million Financing

Luminex Resources Corp.
·4 min read
Luminex Resources Corp.
Luminex Resources Corp.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Jan. 26, 2023 (GLOBE NEWSWIRE) -- Luminex Resources Corp. (TSXV: LR) (OTCQX: LUMIF) (the “Company” or “Luminex”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc., on behalf of a syndicate of agents (collectively, the “Agents”), who have agreed to sell, on a commercially reasonable efforts private placement basis, 22,166,667 units of the Company (“Units”) at a price of C$0.30 per Unit (the “Offering Price”), for aggregate gross proceeds of C$6,650,000.10 (the “Brokered Offering”). Each Unit will be comprised of one common share in the authorized share structure of the Company (a “Share”) plus one-half of one Share purchase warrant (each whole such warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of C$0.44 for 24 months following the completion of the Brokered Offering. In addition, the Company intends to complete a concurrent non-brokered private placement of up to C$5,850,000 worth of Units (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.

 

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The Units to be issued under the Brokered Offering will be offered to purchasers pursuant to the: (i) accredited investor exemption under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), and (ii) the listed issuer financing exemption (“LIFE Exemption”) under Part 5A of NI 45-106 in an amount up to 16,666,666 Units, in all the provinces of Canada, except Quebec. The Units offered under the LIFE Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. All other Units issued pursuant to the Offering will be subject to the statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Purchasers under the Brokered Offering will receive a fixed ratio of LIFE Exemption Units to four-month hold period Units, being 75:25.

There is an offering document related to the LIFE Exemption portion of the Brokered Offering that can be accessed under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.luminexresources.com. Prospective investors should read this offering document before making an investment decision.

The Company plans to use the net proceeds from the Offering to drill approximately 10,200 metres at the Condor North area of its Condor Project, update the mineral resource estimate for the Condor Project and for general corporate purposes. The Offering is scheduled to close on or about February 16, 2023 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 Company has agreed to pay the Agents a cash commission of 6% of the gross proceeds raised under the Brokered Offering.

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 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. 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 Units issued to such persons will not exceed 25% of the Company’s market capitalization