Lumina Gold Announces Securityholder Approval of Acquisition by CMOC

Lumina Gold Announces Securityholder Approval of Acquisition by CMOC

Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) (the "Company" or "Lumina " ) is pleased to announce that, the holders ( "Shareholders" ) of common shares of the Company ( "Shares" ), holders of options of the Company ( "Optionholders" ) and holders of restricted share units of the Company (the "RSU Holders" and together with the Shareholders and Optionholders, the "Securityholders" ) have voted in favour of the previously announced acquisition of the Company with CMOC Singapore Pte. Ltd., a Singapore entity and a subsidiary of CMOC Group Limited (collectively "CMOC" ) pursuant to a plan of arrangement under the Business Corporations Act ( British Columbia ) (the "Arrangement" ) at the Company's special meeting of Securityholders (the "Meeting" ) held earlier today.

Lumina Gold Logo (CNW Group/Lumina Gold Corp.)

The completion of the Arrangement required the approval of: (i) at least two thirds (66 2/3%) of the votes cast by Shareholders present in person or by proxy and entitled to vote at the Meeting; (ii) at least two thirds (66 2/3%) of the votes cast by the Securityholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting; and (iii) a simple majority of the votes cast at the Meeting by Shareholders in person or represented by proxy and entitled to vote at the Meeting, excluding votes cast in respect of Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ( "MI 61-101" ).

The matter voted upon at the Meeting and the results of the voting were as follows:

Special Resolution: the full text of which is set forth in Appendix "A" to the management information circular of Lumina dated May 14, 2025 (the "Circular"), approving, among other things, a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Lumina Gold Corp., CMOC Singapore Pte. Ltd., and 1536188 B.C. Ltd. ("Acquireco")


Outcome
of Vote

For

Against

By Shareholders.

Approved

319,473,072

(99.76%)

780,679

(0.24%)

By Securityholders, voting as a single class.

Approved

354,386,404

(99.78%)

780,679

(0.22%)

By Shareholders (excluding votes attached to the Shares required to be excluded for the purposes of "minority approval" under MI 61-101).

Approved

292,613,632

(99.73%)

780,679

(0.27%)

Subject to receipt of a final order in respect of the Arrangement from the Supreme Court of British Columbia (the "Court" ), and satisfaction or waiver of the other conditions to closing contained in the arrangement agreement entered into among the Company, CMOC, and Acquireco dated April 21, 2025 (the "Arrangement Agreement" ), the Arrangement is expected to close in late June.

Further to the Company's disclosure in the Circular, the Company determined that Martin Rip, Chief Financial Officer and a related party (as defined in MI 61-101) of Lumina, beneficially owns or exercises control or direction over greater than one percent (1%) of the total Shares. The special committee of independent members of the board of directors of Lumina did not determine that the value of the benefit, net of any offsetting costs to Mr. Rip, was less than 5% of the value of the consideration Mr. Rip expected he would be beneficially entitled to receive under the Arrangement in exchange for the securities of the Company he beneficially owned. As a result, Mr. Rip's votes in respect of the Shares he beneficially owned or over which he exercised control or direction were excluded from the vote for minority shareholder approval sought pursuant to MI 61-101 at the Meeting.

Further details regarding the Arrangement are provided in the Circular which is available on SEDAR+ at www.sedarplus.ca under the Company's issuer profile.

About Lumina Gold

Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based exploration company focused on the Cangrejos project located in El Oro Province, southwest Ecuador . In 2023, the Company completed a Pre-Feasibility Study for the Project, which 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.

Follow us on: Twitter , LinkedIn or Facebook .

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 .

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: the terms and conditions of the Arrangement; receipt of regulatory and Court approval; the closing and expected timing of closing of the Arrangement. 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, metals prices, the timely receipt of necessary approvals, the Company's ability to comply with the terms and conditions of the Arrangement Agreement, no unplanned delays or interruptions, and expected Ecuador national, provincial and local government policies. 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. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. 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.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2025/16/c8784.html

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Lumina Gold Announces US$10.2 million Wheaton Precious Metals Draw and Amendment to the PMPA

Lumina Gold Announces US$10.2 million Wheaton Precious Metals Draw and Amendment to the PMPA

Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) (the "Company" or "Lumina") is pleased to announce that under the previously announced US$300 million precious metals purchase agreement (the "PMPA") with Wheaton Precious Metals International Ltd., a wholly owned subsidiary of Wheaton Precious Metals Corp. ("Wheaton"), the Company has drawn an additional installment of US$10.2 million . The draw consisted of two tranches, US$9 million which was due twelve months after the initial draw in May 2023 and US$1.2 million related to specific pre-construction acquisition transactions.

Lumina Gold Corp. Logo (CNW Group/Lumina Gold Corp.)

The PMPA has been amended to modify the US$15 million that was due in May 2024 to US$9 million payable immediately and the remaining US$6 million payable on December 2, 2024 . This amendment was made because Lumina has not yet finalized terms for the exploitation contract with the Government of Ecuador , which was a condition for the US$15 million being received. The December 2, 2024 payment is conditional on the finalization of the exploitation contract term sheet between Lumina and the Government of Ecuador .

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 . In 2023, the Company completed a Pre-Feasibility Study for Cangrejos, which 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.

Follow us on: Twitter , Linkedin or Facebook .

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 .

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: the Company's ability to finalize the exploitation contract terms with the Government of Ecuador before December 2, 2024 . 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: the Company's ability to meet its obligations under the PMPA; 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.

Cision View original content to download multimedia: https://www.prnewswire.com/news-releases/lumina-gold-announces-us10-2-million-wheaton-precious-metals-draw-and-amendment-to-the-pmpa-302160826.html

SOURCE Lumina Gold Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/May2024/31/c5772.html

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Lumina Gold

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Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) ("Lumina" or the "Company") is pleased to announce that it has appointed Ausenco Engineering Canada ULC ("Ausenco") to lead the Feasibility Study on its Cangrejos Gold-Copper Project ("Cangrejos" or the "Project") in southwest Ecuador . Lumina is expecting the Feasibility Study to be completed in H1 2025. Along with Ausenco, Lumina has appointed a full team of consultants to support the completion of the Feasibility Study. Key consultants and responsibilities are listed below in Table 1.

Table 1: Appointed Consultants

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Lumina Gold Engages a Market Maker

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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 . In 2023, the Company completed a Pre-Feasibility Study for Cangrejos, which 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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  • Hole C23-265: 2.47 g/t gold equivalent over 85 metres from surface to end of hole.
  • Hole C23-302: 1.75 g/t gold equivalent over 113 metres from 2 metres to end of hole.
  • Hole C23-317: 1.86 g/t gold equivalent over 96 metres from surface to end of hole.
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Lumina Gold Corp. (TSXV: LUM) (OTCQX: LMGDF) (the "Company" or "Lumina") is pleased to announce results from the 2023 Phase 1 mining resource conversion drilling campaign in support of the ongoing Feasibility Study ("FS") at its Cangrejos Project (the "Project") in Ecuador . Resource drilling comprised part of a larger drill campaign at the Cangrejos and Gran Bestia deposits which also included, metallurgical samples and geotechnical holes with subsequent hydrogeological testing in support of pit slope design. The 2023 drill program at the Project is summarized below in Table 1.

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"Not for distribution to United States newswire services or for dissemination in the United States."

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(TheNewswire)

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(TheNewswire)

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