Luminex Resources Corp. (TSX-V: LR) (OTCQX: LUMIF) is pleased to announce that it has closed its previously announced brokered and non-brokered private placements (please refer to the Company’s January 26 news release). A total of 41,666,667 units were issued at a price of C$0.30 per Unit, for aggregate gross proceeds of approximately C$12.5 million. Each Unit was comprised of one common share of the Company and one-half of one Common Share purchase warrant. Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of C$0.44 per Common Share at any time during the 24-month period following the closing date. The brokered portion of the Offering was completed through a syndicate of agents led by Haywood Securities Inc., and including Canaccord Genuity Corp. and Red Cloud Securities Inc. Ross Beaty subscribed for approximately C$2.5 million of the non-brokered portion of the Offering.
The Company plans to use the net proceeds from the Offering to drill approximately 10,200 metres at the Condor North area of its Condor Project, update the mineral resource estimate for the Condor Project and for general corporate purposes.
The Units issued under the Brokered Offering were offered to purchasers pursuant to: (i) the accredited investor exemption under National Instrument 45-106 – Prospectus Exemptions, and (ii) the listed issuer financing exemption under Part 5A of NI 45-106, in all the provinces of Canada, except Quebec. The Units issued under the LIFE Exemption are not subject to resale restrictions pursuant to applicable Canadian securities laws. All other Units issued pursuant to the Offering are subject to the statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Purchasers under the Brokered Offering received a fixed ratio of LIFE Exemption Units to four-month hold period Units, being 75:25. In connection with the Brokered Offering, the Agents received compensation of 6% of the gross proceeds from the Brokered Offering. In connection with the Non-Brokered Offering, finders’ fees of 6% were paid on the proceeds from certain subscribers.
The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration under the U.S. Securities Act and applicable U.S. state securities laws or an applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy 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.
Certain related parties of the Company participated in the Offering. The issuance of Units to related parties is considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) as the fair market value of the Units issued to such persons does not exceed 25% of the Company’s market capitalization.
About Luminex Resources
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, including the Pegasus and Orquideas projects, which are being co-developed with Anglo American and JOGMEC respectively.
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