Lumina Gold Announces Mailing of Information Circular
The Meeting to vote on the Arrangement will be held at
After consultation with its financial and legal advisors, and following the unanimous recommendation of a special committee of independent directors, the board of directors of Lumina (the "Lumina Board") unanimously determined the Arrangement is fair to Shareholders, is in the best interest of Lumina and approved the entering into of the Arrangement. The Lumina Board unanimously recommends that Securityholders vote FOR the special resolution to approve the Arrangement at the Meeting.
To become effective, the Arrangement must be approved at the Meeting by at least: (i) 662/3% of the votes cast by the Shareholders present in person or by proxy and entitled to vote at the Meeting; (ii) 662/3% of the votes cast by the Shareholders, the Optionholders and the RSU Holders, voting as a single class, present in person or by proxy and entitled to vote at the Meeting; and (iii) a simple majority of the votes cast by the Shareholders present in person or by proxy and entitled to vote at the Meeting, excluding the votes cast in respect of Shares beneficially owned or over which control or direction is exercised by any persons whose vote must be excluded in accordance with Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions.
In addition, the
Benefits of the Arrangement to Lumina Shareholders
- Immediate and significant premium of approximately 71% and 41% to the 20-day volume weighted average trading price and the closing price of the Shares, respectively.
- All-cash offer that is not subject to a financing condition, providing certainty of value and immediate liquidity.
- Highly credible and capable counterparty with track record of successful M&A.
- Concurrent interim financing for Lumina of
US$20 million to fund ongoing needs at the Cangrejos project. - Removes future dilution, commodity and execution risk.
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RBC Capital Markets Inc. provided a fairness opinion to the Lumina Board, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Shareholders under the Transaction is fair, from a financial point of view, to such Shareholders.
Your vote is important. The Meeting Materials provide a description of the Arrangement and include certain additional information to assist Securityholders in considering how to vote on the Arrangement. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.
Included in the Meeting Materials are several documents requiring your attention.
If you are a registered Shareholder and are unable to attend the Meeting in person, please date and execute the form of proxy included in the Meeting Materials and deposit it with
If you are a non-registered Shareholder and receive the Meeting Materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.
The Arrangement is expected to close in late
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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.
Signed: "Marshall Koval"
Neither the
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, including receipt of regulatory, Court and Securityholder approval; and the closing of the Arrangement. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
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 forward-looking statements 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 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 relating to the receipt of all requisite approvals for the Arrangement, including the approval of the Purchaser and AcquireCo, the Securityholders and any necessary regulatory and Court approvals; and other risk factors as detailed from time to time.
Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this news release are made as of the date of this release.
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