CMOC to acquire Lumina Gold for C$581 million

VANCOUVER - Lumina Gold Corp. (TSXV: LUM) and CMOC Singapore Pte. Ltd., a subsidiary of CMOC Group Limited, have announced an arrangement agreement for CMOC to acquire all issued and outstanding common shares of Lumina at C$1.27 per share. The all-cash transaction, valued at approximately C$581 million, is expected to be completed in the third quarter of 2025. According to InvestingPro data, Lumina’s stock has shown remarkable momentum, delivering a 104% return year-to-date and trading near its 52-week high of $0.71.

The offer price represents a 71% premium over Lumina’s 20-day volume-weighted average trading price and a 41% premium to its closing price on April 17, 2025. Lumina shareholders holding a majority of 52.3% of shares have already agreed to support the transaction. The deal comes at a time when InvestingPro analysis indicates the stock is in overbought territory, with a strong price momentum score of 4.47 out of 5.

Marshall Koval, CEO of Lumina, expressed enthusiasm for the project’s future under CMOC’s stewardship, noting the decade-long advancement of the Cangrejos project to a significant position in the global gold market.

Concurrent with the arrangement agreement, CMOC has agreed to provide Lumina with US$20 million in convertible notes, maturing on April 21, 2026. These notes will fund ongoing needs at the Cangrejos project and are not contingent on the transaction’s completion. The convertible notes are priced at C$1.00 per Lumina share, an 11% premium to Lumina’s April 17 closing price.

The transaction includes customary deal-protection provisions, such as a non-solicitation covenant and a right for CMOC to match any superior proposal. A termination fee of C$23,280,000 is applicable under certain circumstances. Financial metrics from InvestingPro show Lumina operates with moderate debt levels and maintains a market capitalization of $271.6 million. Subscribers can access 10+ additional ProTips and comprehensive financial analysis through the platform.

Lumina’s board, advised by RBC Capital Markets Inc., has unanimously recommended that shareholders vote in favor of the transaction, which is subject to approval by Lumina securityholders, the British Columbia Supreme Court, and the TSX Venture Exchange, among other customary closing conditions.

Moelis & Company LLC and BMO Capital Markets are acting as financial advisors to Lumina and CMOC, respectively. Legal counsel for the transaction includes Borden Ladner Gervais LLP, Skadden Arps Slate Meagher & Flom LLP, and Tobar ZVS for Lumina, with McCarthy Tétrault LLP and Bustamante Fabara S.A.S. for CMOC.

This news article is based on a press release statement.

In other recent news, RBC Capital Markets has initiated coverage on Lumina Gold Corp with an Outperform rating and a price target of Cdn$1.50. This rating is based on the company’s advancement of its Cangrejos gold/copper project in Ecuador, which is expected to have a mine life of over 25 years and an annual production rate of approximately 450,000 ounces of gold equivalent. The anticipated feasibility study, due in the second quarter of 2025, is expected to show strong project economics with costs around $1,000 per ounce and initial capital expenditures estimated at $1.2 billion. RBC Capital Markets’ long-term gold price assumption of $2,200 per ounce supports the project’s economic potential, which is considered attractive at current spot prices. The firm notes that Lumina Gold is currently trading at a significant discount compared to its peers, a gap expected to close as the company reaches key milestones like project financing and final permits. RBC Capital Markets also views Lumina Gold as a potential acquisition target due to its large-scale project and favorable economics. The Outperform rating reflects confidence in Lumina’s growth prospects and potential shareholder value as the project develops.

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