Ecuador-focused copper/gold exploration and development company Adventus Mining has acquired all of the issued and outstanding common shares of Canada-based precious and base metals exploration and development company Luminex Resources, by way of a court-approved plan of arrangement.
Pursuant to the arrangement, former Luminex shareholders received 0.67 of an Adventus common share in exchange for each Luminex share held.
Adventus issued an aggregate of 117.4-million 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-V.
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.
In connection with the arrangement, Adventus issued a total of 76.2-million subscription receipts, as part of its previously announced offering of equity securities for aggregate gross proceeds of $17.9-million.
The net proceeds of the offering will be used by Adventus to advance the El Domo - Curipamba project, select exploration programmes across the newly combined exploration portfolio of Adventus, costs related to the transaction and for working capital and general corporate purposes.
It is anticipated that the Luminex shares will be de-listed from the TSX-V as of the close of trading on or about January 29, and that Luminex will apply to the Canadian securities regulators for it to cease to be a reporting issuer thereafter.
Also, as previously announced, Adventus and Altius Minerals entered into an agreement to amend the terms of Altius’ outstanding $4-million unsecured convertible debenture.
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, 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 extension and the repricing have been approved by the TSX-V.
Moreover, the Japan Organisation for Metals and Energy Security has notified Luminex of its plan to withdraw from the Orquideas earn-in arrangement on February 18.
Adventus is evaluating options for the Orquideas project and is considering potential partnerships on other greenfield Luminex properties.