VANCOUVER, BC, Dec. 13,
2022 /CNW/ - Lumina Gold Corp. (TSXV: LUM)
(OTCQX: LMGDF) ("Lumina" or the "Company") is pleased to
announce that it is proposing to amend its unsecured credit
facility (the "Facility") with the Company's largest shareholder,
Ross Beaty. Key amendments and terms
below:
- Facility will increase from C$10.0
million to C$15.0
million.
- The Facility's term will be extended from July 5, 2023 to December
31, 2023.
- The Facility matures on the earlier of: (i) December 31, 2023, (ii) two business days after
the Company receives aggregate gross proceeds from one or more
equity financings in excess of C$18.0
million; or (iii) the date of a change of control of the
Company, at which time it must be repaid in full.
- Subject to the acceptance of the TSX Venture Exchange, the
principal amount of any loans outstanding under the Facility,
together with any and all unpaid interest accrued thereon as at the
effective date of the amendments, shall be fully convertible into
common shares of the Company at a price of C$0.42 per share, at the option of the lender
(the "Conversion Right").
- Interest on funds advanced under the Facility remains at rate
of 10.0% per annum.
- No additional bonus warrants will be granted in connection with
the amendments.
- The additional proceeds will be used for remaining
Pre-feasibility Study costs, and general corporate and working
capital purposes. The current outstanding balance on the Facility
is C$10.0 million (plus accrued
interest).
Any common shares issued pursuant to the Conversion Right shall
be subject to a hold period of four months and one day from the
date that the corresponding principal amount was loaned to the
Company.
Additional Disclosure Related to
the Facility
Mr. Beaty is considered a "related party" of the Company, and
the Facility and the Conversion Right constitute a "related party
transaction" within the meaning of Multilateral Instrument 61-101 -
Take-over Bids and Special Transactions ("MI 61-101"). The
Facility and the Conversion Right are exempt from the formal
valuation and minority approval requirements of MI 61-101 as
neither the fair market value of the Facility and the Conversion
Right, nor the fair market value of the consideration for the
Facility and the Conversion Right, exceeds 25% of the Company's
market capitalization.
To the knowledge of the Company or any director or senior
officer of the Company, after reasonable inquiry, no "prior
valuations" (as defined in MI 61-101) in respect of the Company
that relate to the Facility or the Conversion Right, or are
relevant to the Facility or the Conversion Right, have been
prepared within 24 months preceding the date hereof.
All of the terms and conditions of the Facility were reviewed
and unanimously approved by the board of directors of the Company
on December 13, 2022.
About Lumina Gold
Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based precious and base
metals exploration and development company focused on the Cangrejos
Gold-Copper Project located in El Oro Province, southwest
Ecuador. Cangrejos is being
advanced to a Pre-Feasibility Study and 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
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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 continuing work on the Pre-feasibility
study, the use of proceeds from the Facility and the receipt of all
necessary regulatory approvals. 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, the prices of gold and copper and
anticipated costs and expenditures. 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. 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.