TORONTO, Jan. 25,
2024 /CNW/ - Adventus Mining Corporation
("Adventus") (TSXV: ADZN) (OTCQX: ADVZF) and Luminex
Resources Corp. (TSXV: LR) (OTCQX: LUMIF) ("Luminex") are
pleased to announce the successful completion of the previously
announced transaction pursuant to which Adventus acquired all of
the issued and outstanding common shares of Luminex (the
"Luminex Shares") by way of a court-approved plan of
arrangement (the "Arrangement").
Pursuant to the Arrangement, former Luminex shareholders
received 0.67 (the "Exchange Ratio") of an Adventus common
share (each whole share, an "Adventus Share") in exchange
for each Luminex Share held. Adventus issued an aggregate of
117,432,403 Adventus Shares to former Luminex shareholders. The
Adventus Shares issued under the Arrangement are expected to be
listed and posted for trading on the TSX Venture Exchange.
Options to acquire Luminex Shares that were outstanding at the
time of completion of the Arrangement were exchanged in accordance
with the Exchange Ratio for similar securities to purchase Adventus
Shares on substantially the same terms and conditions, and
outstanding warrants of Luminex have become exercisable, based on
the Exchange Ratio, to purchase Adventus Shares on substantially
the same terms and conditions.
As a result of the Arrangement, Adventus acquired a 98.7%
interest in Luminex's Condor gold project, the Pegasus earn-in
project with Anglo American, and a
large portfolio of greenfield assets in Ecuador.
Subscription Receipt
Conversion
In connection with the Arrangement, Adventus issued a total of
76,203,838 subscription receipts (the "Subscription
Receipts") at a price of C$0.29
or US$0.2117 per Subscription
Receipt, as part of its previously announced offering of equity
securities for aggregate gross proceeds of US$17.9 million (the "Offering"). On
closing of the merger between Adventus and Luminex, each
Subscription Receipt automatically converted to one Adventus Share
without payment of additional consideration or further action on
the part of the Subscription Receipt holders. The net proceeds of
the Offering will be used by Adventus to advance the El Domo -
Curipamba project, select exploration programs across the newly
combined exploration portfolio of Adventus, costs related to the
transaction and for working capital and general corporate purposes.
All Adventus Shares issued upon conversion of the Subscription
Receipts are subject to a statutory hold period of four months and
one day from the date the Subscription Receipts were issued.
Delisting of the Luminex
Shares
It is anticipated that the Luminex Shares will be de-listed from
the TSX Venture Exchange as of the close of trading on or about
January 29, 2024, and that Luminex
will apply to the Canadian securities regulators for it to cease to
be a reporting issuer thereafter.
Altius Loan Amendment
As previously announced, the Adventus and Altius Minerals
Corporation ("Altius") entered into an agreement to amend
(the "Loan Amendment") the terms of Altius' outstanding
US$4 million unsecured convertible
debenture (the "Loan Agreement"). In connection with the
terms of the Loan Amendment, the maturity date under the Loan
Agreement was extended from December 31,
2023 to December 31, 2024 (the
"Extension"), and the conversion price of the principal
amount under the Loan Agreement was amended from C$0.31 per Adventus Share to C$0.30 per Adventus Share (the
"Repricing"). The Extension and the Repricing have been
approved by the TSX Venture Exchange.
Other Updates
The Japan Organization for Metals and Energy Security
("JOGMEC") has notified Luminex of its plan to withdraw from
the Orquideas earn-in arrangement on February 18, 2024. Adventus is evaluating
options for the Orquideas project and is considering potential
partnerships on other greenfield Luminex properties.
About Adventus
Adventus Mining Corporation is an Ecuador-focused copper-gold exploration and
development company. Adventus Mining is majority owner of the 215
sq. km Curipamba copper-gold project, which has a completed
feasibility study on the shallow and high-grade El Domo deposit. In
addition, Adventus Mining is engaged in a country-wide exploration
alliance in Ecuador, which has
incorporated the Pijili and Santiago copper-gold porphyry projects to
date. Outside of Ecuador, Adventus
Mining owns an exploration project portfolio in Ireland with South32 Limited as the funding
participant. Its strategic shareholders include Altius Minerals
Corporation, Greenstone Resources LP, Wheaton Precious Metals
Corp., and significant Ecuadorian shareholders. Adventus Mining is
based in Toronto, Canada, and is
listed on the TSX Venture Exchange under the symbol ADZN and trades
on the OTCQX under the symbol
ADVZF.
About Luminex
Luminex Resources Corp. is a
Vancouver, Canada based precious
and base metals exploration and development company focused on gold
and copper projects in Ecuador.
Luminex's inferred and indicated mineral resources are located at
the Condor Gold-Copper project in Zamora-Chinchipe Province,
southeast Ecuador. Luminex also
holds a large and highly prospective land package in Ecuador.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
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 and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes. Forward-looking information in this news release
includes: the de-listing of Luminex Shares from the TSXV and the
timing thereof; Luminex ceasing to be a reporting issuer; the
expected use of proceeds from the Offering; Adventus' evaluation of
options for the Orquideas project and potential partnerships on
other greenfield Luminex properties; and the companies' assessments
of, and expectations for, future periods.
Forward-looking statements relate to future events or future
performance and reflect Adventus and Luminex's expectations or
beliefs regarding future events. Forward-looking information are
based on Adventus and Luminex management's reasonable assumptions,
estimates, expectations, analyses and opinions, which are based on
such management's experience and perception of trends, current
conditions and expected developments, and other factors that
management believes are relevant and reasonable in the
circumstances, but which may prove to be incorrect. Such factors,
among other things, include: business integration risks;
fluctuations in general macroeconomic conditions; fluctuations in
securities markets; fluctuations in spot and forward prices of
copper or certain other commodities; change in national and local
governments, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated
with the business of mineral exploration, development and mining
(including environmental hazards, industrial accidents, unusual or
unexpected formations pressures, cave-ins and flooding);
discrepancies between actual and estimated metallurgical
recoveries; inability to obtain adequate insurance to cover risks
and hazards; the presence of laws and regulations that may impose
restrictions on mining; employee relations; relationships with and
claims by local communities and indigenous populations;
availability of increasing costs associated with mining inputs and
labour; the speculative nature of mineral exploration and
development (including the risks of obtaining necessary licenses,
permits and approvals from government authorities); and title to
properties.
Adventus and Luminex undertake no obligation to update
forward-looking information except as required by applicable law.
Such forward-looking information represents management's best
judgment based on the 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.
SOURCE Adventus Mining Corporation