Adventus Mining Corporation (TSXV:ADZN) entered into a non-binding letter of intent to acquire Luminex Resources Corp. (TSXV:LR) from Ross J. Beaty and others on October 12, 2023. Adventus Mining Corporation entered into an arrangement agreement to acquire Luminex Resources Corp. for CAD 41.4 million on November 21, 2023. Adventus will acquire all of the issued and outstanding common shares of Luminex, in exchange for common shares of Adventus, by way of a plan of arrangement. Pursuant to the terms and conditions of the Arrangement Agreement, the holders of the issued and outstanding Luminex Shares will receive 0.67 Adventus Shares for each one (1) Luminex Share held (the ?Exchange Ratio?). The transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Upon completion of the Transaction, the Resulting Issuer will continue to be listed as a Tier 1 mining issuer on the TSX Venture Exchange (?TSXV?) under the same Adventus name and ticker symbol, as well as on the OTCQX. Prior to completion of the Concurrent Financing, existing shareholders of Adventus will own approximately 61% of the Resulting Issuer and existing shareholders of Luminex will own approximately 39% of the Resulting Issuer on an undiluted basis. Under certain circumstances, Adventus or Luminex would be entitled to a termination fee of $1.2 million (CAD 1.64 million). Upon closing of the transaction, the board of directors of the Resulting Issuer will be comprised of eight (8) members, including three (3) nominees from Luminex. Christian Kargl-Simard will remain serving as President, Chief Executive Officer and Director of the Resulting Issuer and lead the combined management and project team. The head office will continue to be in Toronto, Canada. The Resulting Issuer Board is expected to be led by Mark Wellings and is anticipated to include Karina Rogers, Leif Nilsson, David Darquea Schettini, David Farrell and Ron Halas as independent directors, and Christian Kargl-Simard and Marshall Koval as non-independent directors. Advisors to the Resulting Issuer Board will continue to be Christian Aramayo and Gerardo Fernandez, Adventus also anticipates the addition of Leo Hathaway in an advisory role. Following completion of the transaction, Luminex Shares will be de-listed from the TSXV and Luminex will cease to be a reporting issuer under Canadian securities laws.

The completion of the transaction is subject to a number of terms and conditions, including approval of the Luminex securityholders, third-party consents, approval of the TSXV, approval of the British Columbia Supreme Court, a minimum of $13.5 million (CAD 18.5 million) in gross proceeds from the Concurrent Financing, Lock-ups from Ross Beaty, Luminex board & management and other standard conditions of closing for a transaction of this nature. The transaction is subject to the approval at a special meeting of Luminex securityholders by 662/3% of the votes cast by Luminex shareholders and option holders. After consultation with its financial and legal advisors, the board of directors of Adventus unanimously approved the entering into of the Arrangement Agreement. After consultation with its financial and legal advisors, the board of directors of Luminex unanimously approved the entering into of the Arrangement Agreement, following the unanimous recommendation of a special committee of the Luminex Board. Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the transaction in January 2024. As of January 19, 2024, Luminex shareholders and option holders have approved the transaction. The arrangement is expected to be completed on January 25, 2024.

Raymond James Ltd. provided a fairness opinion to the board of directors of Adventus. Haywood Securities Inc. provided a fairness opinion to the Luminex Special Committee. Bacchus Capital Advisors is acting as financial advisor to Adventus. Denis Silva, Jennifer Poirier, Sydney Kert, Patrick Webb, Beatriz Albuquerque and Kaleigh Nevin of DLA Piper (Canada) LLP, DLA Piper LLP (US) and AVL Abogados are acting as legal counsel to Adventus in Canada, the U.S. and Ecuador, respectively. Haywood Securities Inc. is acting as financial advisor to Luminex. Fred Pletcher of Borden Ladner Gervais LLP, Troutman Pepper Hamilton Sanders LLP, and Tobar ZVS are acting as legal counsel to Luminex in Canada, the U.S. and Ecuador, respectively. Computershare Investor Services Inc. acted as transfer agent and registrar to Luminex in the transaction. Deloitte LLP acted as auditors for Adventus. KPMG LLP acted as auditors for Luminex. TSX Trust Company acted as the depositary, transfer agent and registrar to Adventus.

Adventus Mining Corporation (TSXV:ADZN) completed the acquisition of Luminex Resources Corp. (TSXV:LR) for CAD 41.7 million on January 25, 2024. Adventus issued an aggregate of 117,432,403 Adventus shares to former Luminex shareholders.