Lumina Gold Corp (TSX-V:LUM, OTCQB:LMGDF) announced on Monday that it has agreed to be acquired by CMOC Singapore, a subsidiary of CMOC Group Ltd, in an all-cash deal worth approximately C$581 million.
Under the terms of the arrangement, CMOC will acquire all issued and outstanding shares of Lumina at C$1.27 per share, representing a 71% premium to Lumina’s 20-day volume weighted average trading price and a 41% premium to the company’s closing price on April 17.
Shares of Lumina gained 30% to hit C$1.17 in Toronto on Monday morning.
“After advancing the Cangrejos project for over 10 years and taking it from no defined resources to being poised to be one of the largest gold projects globally, the Lumina Group is excited for the transition of the Cangrejos project to CMOC,” said Marshall Koval, CEO of Lumina Gold.
“The Lumina team looks forward to working with CMOC and all existing stakeholders to ensure the successful future development of the project.”
In connection with the arrangement, CMOC has agreed to provide interim financing to Lumina through a private placement of US$20 million in unsecured convertible notes. The notes carry a 6% annual interest rate, mature in April 2026, and are convertible into Lumina shares at C$1 per share—a premium of 11% to the April 17 closing price. Proceeds will be used to support ongoing development work at the Cangrejos project.
The arrangement agreement includes a termination fee of C$23.3 million may be payable to CMOC under certain circumstances, while CMOC has agreed to pay a C$2.8 million expense reimbursement to Lumina in specific cases.
The transaction is expected to close in the third quarter of 2025. Upon completion, Lumina’s shares will be de-listed from the TSX Venture Exchange and the company will cease to be a reporting issuer in Canada.