VANCOUVER, BC--(Marketwired - June 18, 2015) - Luna Gold Corp. (TSX: LGC) (LMA: LGC) (OTCQX: LGCUF) ("Luna" or the "Company") today provided a general corporate update on the activities of the company and announced the results for its Annual and Special Meeting of Shareholders (the "Meeting" or the "AGM"). Hotel in Vancouver, BC, Canada.
Marc Leduc, Luna's CEO said, "The results from the shareholder vote at our AGM indicate that our shareholders are aligned with management and directors to move Luna Gold forward on its new strategic path. We now have the new plan in place, we have a solid asset in the Aurizona mine and surrounding Brownfields and Greenfields exploration targets, and we have the financial means to start the redevelopment of Luna Gold into a solid, producing company. Since joining Luna four and a half months ago, the new management team, along with existing key Brazilian managers, have worked very hard to fix many of the issues that have caused Luna to struggle during this lower gold price period. Important changes include finding new sources of finances, elimination of the Sandstorm stream and elimination of the bank debt. The team now looks forward to delivering positive news to our shareholders regarding progress on our strategic plan throughout the remainder of the year and beyond."
Corporate Update
The exploration team will be working hard during the remainder of 2015 to deliver on numerous fronts. They will firm up our resource statement through extensive drilling activities, deliver more samples for metallurgical testing, and study the structural controls of the Aurizona deposits to improve our understanding of the mineralization. Getting a better grip on the controls to mineralization will enable us to better understand the distribution of the mineralization within the deposits and the characteristics of the mineralized material as it relates to mining and processing. This knowledge will also help guide future exploration both close to the main Aurizona mine and in the Greenfields areas.
On the development and engineering front, our teams will be active with a number of high priority projects during the remainder of the year. Commencing the Pre-Feasibility Study for the installation of a "hard rock" grinding circuit is an integral part of our plan to move Aurizona back into production. In addition, the team is working to fast track the development of a power line upgrade to ensure that it will be fully functional for the restart of the plant. The team is also reviewing our permits to ensure that all of them are current and aligned with "Hard Rock" plant configuration. Lastly, we will continue to work to maintain and improve good relationships with all our stakeholders including governmental agencies in Brazil, our employees and our Brazilian neighbours.
Annual General Meeting
A total of 106,328,860 common shares of the 141,478,566 shares outstanding were voted at the Meeting, representing approximately 75.16% of the issued and outstanding common shares of the Company. At the Meeting the nominees listed in the Company's management proxy circular were re-elected as directors:
| | | | | |
| Nominee |
Votes For |
Votes For
(%) |
Votes
Withheld |
Votes
Withheld
(%) |
| Marc Leduc |
96,095,468 |
99.9 |
74,333 |
0.08 |
| Steven Krause |
96,099,468 |
99.9 |
70,333 |
0.07 |
| Luis J Baertl |
78,740,868 |
81.9 |
17,428,933 |
18.1 |
| Harry Wayne Kirk |
96,100,068 |
99.9 |
69,733 |
0.07 |
| William Lindqvist |
95,904,798 |
99.7 |
265,003 |
0.28 |
| Federico S Helguero |
96,099,998 |
99.9 |
69,803 |
0.07 |
| Greg Smith |
95,901,868 |
99.7 |
267,933 |
0.28 |
| | | | | |
Also at the Meeting KPMG LLP was appointed as auditor of the Company for the coming year, the Company's stock option plan was renewed, and the Company's advance notice policy was approved.
Approval of Sandstorm Gold Stream Restructuring
In addition, shareholders approved the proposed restructuring of Sandstorm Gold Ltd.'s ("Sandstorm") existing gold stream and debt facility (the "Restructuring"). Under the terms of the Restructuring, Sandstorm's existing 17% gold stream on Luna's Aurizona project will be terminated and replaced by two net smelter return royalties (the "Aurizona Project NSR" and the "Greenfields NSR") and a convertible debenture. The Aurizona Project NSR covers the entire Aurizona gold mine including the current 43-101 compliant resources, and all adjacent exploration upside that is to be processed through the Aurizona mill, net of third party refining costs. The Aurizona Project NSR will pay Sandstorm a sliding scale royalty based on the price of gold as follows:
- 3% if the price of gold is less than or equal to US$1,500 per ounce;
- 4% if the price of gold is between US$1,500 per ounce and US$2,000 per ounce; and
- 5% if the price of gold is greater than US$2,000 per ounce.
The Greenfields NSR covers the approximately 200,000 hectares of Greenfields exploration ground held by Luna and is a 2% NSR. Luna would have the right to purchase one-half of the Greenfields NSR for US$10 million at any time prior to achieving commercial production.
Under the Restructuring, Sandstorm will also receive a US$30 million debenture with interest at a rate of 5% per annum ("Debenture"). The Debenture will be payable in three equal annual tranches of US$10 million plus accrued interest beginning June 30, 2018. The Company will have the right to convert the principal and interest owing under the Debenture into common shares of Luna as long as Sandstorm owns less than 20% of the outstanding common shares.
Further, the existing Sandstorm debt facility will be amended so that the maturity date is extended from June 30, 2017 to June 30, 2021, and the interest rate is reduced to 5% per annum, payable in cash on the maturity date, with a default rate of interest of 10% per annum.
Approval of Pacific Road Financing
Shareholders approved the proposed C$20 million debt and C$10 million private placement equity financing with Pacific Road Resources Funds ("Pacific Road") which, upon closing, will result in the Company receiving gross proceeds of C$30 million (the "Pacific Road Financing"). The Pacific Road Financing includes the non-brokered private placement to Pacific Road of 100,000,000 units in the capital of the Company (each, a "Unit") at a price of C$0.10 per Unit. Each Unit will consist of one common share of Luna (a "Luna Share") and one Series A Luna Share purchase warrant exercisable at C$0.125 per Luna Share with an exercise term of 5 years. The C$20 million debt will be evidenced by a senior secured note bearing interest at a rate of 10% per annum (the "Note"). The Note will be secured by first-ranking liens and encumbrances will mature on June 30, 2020. As additional consideration, Luna will issue to Pacific Road 200,000,000 Series B Luna Share purchase warrants exercisable for a term of 5 years at C$0.10 per Luna Share. Proceeds will be used in part to retire existing bank debt.
Approval of Concurrent Equity Financing
Shareholders also authorized Luna to complete a concurrent private placement (the "Concurrent Equity Financing") of up to 150,000,000 Units in the capital of the Company to certain new and existing investors at a price of C$0.10 per Unit for gross proceeds to the Company of up to C$15 million. Each Unit will consist of one common share of Luna (a "Luna Share") and one Series A Luna Share purchase warrant exercisable at C$0.125 per Luna Share, with an exercise term of 5 years. Previously Sandstorm had required that a total of C$20 million in equity be raised but on June 15, 2015 Sandstorm waived this condition.
Conditions
The Restructuring, the Pacific Road Financing, and the Concurrent Equity Financing are subject to a number of conditions. The Company anticipates completion of these items on or around June 30, 2015.
If the Pacific Road Financing and Restructuring are not completed, the Company's senior lenders will be in a position to accelerate Luna's senior debt due to previously announced covenant breaches and commence enforcement proceedings against the Company and its assets. The Company cannot give any assurance that its senior lenders will continue to forbear from taking such actions if the Pacific Road Financing and Restructuring fail to complete.
Any securities issued in the transactions described in this press release will be subject to a four month hold period which will expire four months plus one day from the closing date.
About Luna Gold Corp.
Luna is a gold production and exploration company engaged in the operation, discovery, and development of gold projects in Brazil.
On behalf of the Company
LUNA GOLD CORP.
Marc Leduc P.Eng. -- President, Chief Executive Officer and Director
Forward-Looking Statements
This release contains certain "forward looking statements" and certain "forward looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements include, but are not limited to, statements with respect to the successful completion of the Pacific Road Financing, the Concurrent Equity Financing, the Restructuring or any transaction or transactions similar in nature, regulatory approvals of any such transactions, the continued forbearance of the Company's senior leaders, the Company's ability to continue as a going concern, future or continued mining operations, expected gold production and/or the results of analysis on gold production, the Company's ability to remedy any defaults and the Company's compliance with its debt and other financing agreements. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in Luna Gold Corp.'s periodic filings with Canadian Securities Regulators. These factors include the inherent risks involved in a suspension and potential restart of operations, the effect of the Company's non-compliance with certain covenants in its debt and other financings agreements, inherent risks related to forbearance and the Company's default, any creditor remedies taken by the Company's creditors, the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the potential for delays in exploration or development activities, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties with or interruptions in production and operations, fluctuating metal prices, unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, regulatory restrictions, including environmental regulatory restrictions and liability, competition, loss of key employees, uncertainties with respect to non-compliance with credit facility covenants and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.