Adventus Mining Corporation completed the acquisition of Luminex Resources Corp. (TSXV:LR) from Ross J. Beaty and others for CAD 41.7 million.
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.