Canada’s Adventus Mining has signed an agreement to acquire Luminex Resources, resulting in a merged company that will develop a copper-gold project in Ecuador.
The combined company will focus on advancing the El Domo-Curipamba project and consolidating a larger exploration portfolio in the country with growth potential in the future.
El Domo-Curipamba has an area of more than 135,000ha. The feasibility study has been completed, which is centred around a shallow copper-gold deposit.
The project is also supported by the Ecuadorian Government. A decision regarding project construction is expected to be made in the first half of next year.
As per the acquisition agreement, Luminex shareholders will receive 0.67 Adventus shares for each share held.
Upon deal completion, existing Adventus shareholders will own 61% of the merged entity while Luminex shareholders will own the remaining 39%.
If the deal is terminated, both Adventus and Luminex will have to pay a fee of $1.2m.
Luminex’s investors include Lumina Group’s Ross Beaty along with other investors such as Altius Minerals and Wheaton Precious Metals.
Simultaneous to the deal, the two companies plan to raise $17.1m (C$29.36m) in equity. This will include $13.5m in fully committed private placement and $3.64m in bought deal private placement.
Ross Beaty, Wheaton and some of Luminex’s existing Ecuadorian investors have firmly committed to $13.5m.
Post-acquisition and the placement, Ross Beaty is expected to be the only shareholder to own more than 10% of shares and 13% on an undiluted basis.
Adventus president and CEO Christian Kargl-Simard said: “This transaction is an exciting opportunity to unite complementary assets, teams and investors to create value for all Adventus and Luminex shareholders.
“Adventus is pleased to welcome Mr Ross Beaty, members of the Lumina Group, and new investors as we continue the advancement of the El Domo Project towards future cash-flowing operations.
“For Adventus shareholders, the new capital and acquisition of Luminex’s Condor project and other properties allows the creation of a stronger and more diversified company with one of the largest copper-gold exploration portfolios in Ecuador.”
Luminex CEO Marshall Koval said: “We are very pleased to be entering into this combination with Adventus. The Adventus team has done a tremendous job advancing the El Domo project from an exploration and PEA stage project to the expected start of construction in the first half of 2024.
“This combination gives Luminex shareholders a more immediate re-rating and return potential from the advancement of the El Domo project while reinforcing the growth and new discovery potential of the combined exploration portfolio.”
