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Adventus and Luminex Announce Closing of US$18 million in Equity Financings Related to the Proposed Merger

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Adventus and Luminex Announce Closing of US$18 million in Equity Financings Related to the Proposed Merger

 

 

 

 

 

Adventus Mining Corporation (TSX-V: ADZN) and Luminex Resources Corp. (TSX-V: LR) are pleased to announce that Adventus has closed its previously announced private placement of equity securities for aggregate gross proceeds of approximately US$18 million, comprised of approximately:

  • US$13.5 million in a non-brokered private placement through the issuance of 63,769,486 subscription receipts of the Company at a price of US$0.2117 (C$0.29) per Subscription Receipt;
  • C$5.7 million (approximately US$4.2 million based on the US$/C$ exchange rate on December 7, 2023) in a brokered “bought deal” private placement through the issuance of 1,972,392 units of the Company at a price of C$2.90 per Unit, co-led by Raymond James Ltd. and National Bank Financial Inc‎., on their own behalf and on behalf of a syndicate of investment dealers, which includes the exercise of the over-allotment option granted to the Underwriters; and
  • US$0.211 million in a non-brokered private placement through the issuance of 100,000 Units at a price of US$2.117 (C$2.90) per Unit.

 

The Non-Brokered Private Placement, the Bought Deal Private Placement and the Unit Non-Brokered Private Placement are collectively referred to as the “Offering’”. Each Unit issued in the Offering consists of four common shares of the Company and six Subscription ‎Receipts, with 40% of the price per Unit allocated to the Unit Shares underlying each Unit and 60% of the price per ‎Unit allocated to the Subscription Receipts underlying each Unit.

 

Upon completion of the previously announced plan of arrangement involving the Company and Luminex in accordance with an arrangement agreement dated November 21, 2023, and subject to certain customary conversion conditions for a transaction of this nature, each Subscription Receipt will convert into one common share of the Company without payment of additional consideration or further action on the part of the holder.

 

The Company has agreed to pay to the Underwriters a commission equal to 6.0% of the gross proceeds from the Bought Deal Private Placement, 50% of which was paid to the Underwriters upon closing of the Bought Deal Private Placement and 50% of which has been placed in escrow as described below.

 

The proceeds of the Offering, other than those proceeds allocated to the Unit Shares, and the Escrowed Commission are held in escrow pending satisfaction of the Escrow Release Conditions. Provided that the Escrow Release Conditions are satisfied or waived (where permitted) prior to 5:00 p.m. (Toronto time) on March 31, 2024, the Escrowed Commission will be released to the Underwriters from the Escrowed Proceeds, and the balance of the Escrowed Proceeds will be released to or as directed by Adventus and the Subscription Receipts shall be automatically converted into Underlying Shares, without payment of any additional consideration or further action on the part of the subscribers. In the event that the Escrow Release Conditions are not satisfied by the Escrow Release Deadline, the Escrowed Proceeds, together with interest earned thereon, will be returned to the holders of Subscription Receipts and such Subscription Receipts will be cancelled.

 

The net proceeds of the Offering will be used by the Company to advance the Curipamba El Domo Project, select exploration programs across the ‎combined exploration portfolio of the Company and Luminex, costs related to the ‎Transaction and for working capital and general corporate purposes.

 

The Offering was conducted in all of the provinces and territories of Canada pursuant to private placement exemptions, and in such other jurisdictions outside of Canada, in accordance with all applicable laws, provided that no prospectus, ‎registration statement or similar document is required to be filed in such foreign ‎jurisdiction‎. The securities issued under the Subscription Receipts and Unit Shares, and any Underlying Shares issued upon conversion of the Subscription Receipts, will be subject to a Canadian statutory hold period of four months and a day from the closing date of the Offering in accordance with applicable securities legislation.

 

The TSX Venture Exchange has conditionally accepted for listing the Unit Shares and Underlying Shares issuable upon conversion of the Subscription Receipts, subject to receipt of final approval.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any securities laws of any state of the United States, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and applicable securities laws of any state of the United States or compliance with the requirements of an exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. “United States” is as defined in Regulation S under the U.S. Securities Act.

The Brokered Private Placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 as certain insiders of the Company subscribed for Subscription Receipts pursuant to the Brokered Private Placement. The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 with respect to the insider participation in the Offering.

In addition, as previously announced, the Company and Altius Minerals Corporation entered into an agreement to amend the terms of Altius’ outstanding US$4 million unsecured convertible debenture until December 31, 2024, subject to completion of the Non-Brokered Private Placement. In connection with the terms of the Loan Amendment, the Company and Altius agreed, among other things, to extend the maturity date under the Loan Agreement from December 31, 2023 to December 31, 2024 to amend the conversion price of the principal amount under the Loan Agreement from C$0.31 per share to C$0.30 per share. The Repricing remains subject to the approval of the TSXV.

 

For additional information on the Transaction, please refer to the Adventus and Luminex joint news release dated November 21, 2023.

 

About Adventus

 

Adventus Mining Corporation is an Ecuador-focused copper-gold exploration and development company. Adventus 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 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 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.

 

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.

Posted December 8, 2023

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