Court Grants Final Order to Lumina Gold Approving Arrangement with CMOC

Rhea-AI Summary

Lumina Gold Corp. (LMGDF) has received final court approval from the Supreme Court of British Columbia for its previously announced acquisition by CMOC Singapore Pte. Ltd. through its subsidiary 1536188 B.C. Ltd. The arrangement, initially announced on April 21, 2025, will result in CMOC acquiring all outstanding common shares of Lumina. The transaction is expected to close in late June 2025, pending final TSX Venture Exchange approval and satisfaction of remaining closing conditions outlined in the arrangement agreement.

Positive

• Final court approval received for the acquisition, marking a significant milestone in the transaction process
• Transaction expected to close soon, providing certainty for shareholders

Negative

• Deal still subject to TSX Venture Exchange approval and other closing conditions

VANCOUVER, BC, June 19, 2025 /PRNewswire/ - Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) (the "Company" or "Lumina") is pleased to announce that the Supreme Court of British Columbia (the "Court") has issued a final order approving the previously announced plan of arrangement (the "Arrangement") pursuant to which 1536188 B.C. Ltd. ("Acquireco"), a wholly-owned subsidiary of CMOC Singapore Pte. Ltd. (the "Purchaser") will acquire all of the issued and outstanding common shares of Lumina, as previously jointly announced on April 21, 2025.

Subject to the satisfaction or waiver of the remaining conditions to closing contained in the arrangement agreement entered into among the Company, Acquireco and the Purchaser dated April 21, 2025 (the "Arrangement Agreement"), the Arrangement is expected to close in late June 2025. The Arrangement is subject to the final approval of the TSX Venture Exchange.

About Lumina Gold

Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based exploration company focused on the Cangrejos project located in El Oro Province, southwest Ecuador. In 2023, the Company completed a Pre-Feasibility Study for the Project, which is the largest primary gold deposit in Ecuador. Lumina has an experienced management team with a successful track record of advancing and monetizing exploration projects.

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Further details are available on the Company's website at https://luminagold.com. To receive future news releases please sign up at https://luminagold.com/contact.

LUMINA GOLD CORP.

Signed: "Marshall Koval" 

Marshall Koval, President & CEO, Director

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.

Cautionary Note Regarding Forward-Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Arrangement; receipt of final regulatory approval; the closing and expected timing of closing of the Arrangement. Often, but not always, forward-looking statements or information can be identified by the use of words such as "will" or "projected" or variations of those words or statements that certain actions, events or results "will", "could", "are proposed to", "are planned to", "are expected to" or "are anticipated to" be taken, occur or be achieved.

With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about general business and economic conditions, metals prices, the timely receipt of necessary approvals, the Company's ability to comply with the terms and conditions of the Arrangement Agreement, no unplanned delays or interruptions, and expected Ecuador national, provincial and local government policies. The foregoing list of assumptions is not exhaustive.

Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of reserves and resources); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with Canadian securities administrators. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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SOURCE Lumina Gold Corp.

FAQ

When will CMOC complete the acquisition of Lumina Gold (LMGDF)?

The acquisition is expected to close in late June 2025, subject to TSX Venture Exchange approval and other closing conditions.

What approvals has Lumina Gold received for the CMOC acquisition?

Lumina Gold has received final approval from the Supreme Court of British Columbia for the acquisition arrangement.

Who is acquiring Lumina Gold (LMGDF)?

CMOC Singapore Pte. Ltd., through its wholly-owned subsidiary 1536188 B.C. Ltd., is acquiring Lumina Gold.

What regulatory approvals are still needed for the Lumina Gold acquisition?

The acquisition still requires final approval from the TSX Venture Exchange.

When was the Lumina Gold acquisition initially announced?

The acquisition was initially announced on April 21, 2025.