Lumina Gold to be acquired by China-based CMOC.
Under the agreement, CMOC will purchase all of Lumina Gold’s common shares at C$1.27 ($0.92) per share through a court-approved plan under British Columbia’s Business Corporations Act. This price reflects a 71% premium over Lumina Gold’s 20-day volume-weighted average trading price and a 41% increase over its closing price on the TSX Venture Exchange on April 17, 2025.
Shareholders holding 52.3% of Lumina Gold’s outstanding shares have committed to supporting the deal through voting agreements. Lumina Gold CEO Marshall Koval stated: “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.” He added: “The Lumina team looks forward to working with CMOC and all existing stakeholders to ensure the successful future development of the project.”
To support Lumina Gold’s ongoing operations during the acquisition, CMOC will provide C$20 million in interim financing via convertible notes. These notes, with a 6.0% annual interest rate, mature in April 2026 and can be converted into shares at C$1 each, an 11% premium over the recent closing price.
The transaction’s completion depends on approvals from Lumina Gold’s securityholders, the TSX Venture Exchange, and the British Columbia Supreme Court. If approved, the deal is expected to close in the third quarter of 2025. Post-acquisition, Lumina Gold will delist from the TSX Venture Exchange and cease reporting under Canadian securities regulations.
Lumina Gold’s board, advised by a special committee of independent directors and Moelis & Company, recommends shareholders approve the transaction. A fairness opinion from RBC Capital Markets confirmed the offer’s financial fairness. CMOC is supported by BMO Capital Markets and McCarthy Tétrault for financial and legal advice, while Lumina Gold is represented by Borden Ladner Gervais and Skadden Arps Slate Meagher & Flom.
The acquisition positions CMOC to advance the Cangrejos project, enhancing its global mining portfolio while ensuring continued development in Ecuador.
