CMOC Singapore, a subsidiary of Chinese miner CMOC Group, has agreed to acquire Canada-based Lumina Gold in a transaction valued at approximately C$581m ($420m).
Presently, Lumina Gold is focused on developing the Cangrejos gold project located in El Oro Province, southwest Ecuador. In 2023, the Canadian firm concluded a pre-feasibility study for the project, which is said to be the largest primary gold deposit in the South American country.
The acquisition will see CMOC purchase all outstanding Lumina Gold’s common shares at C$1.27 ($0.92) per share. The transaction will proceed through a court-approved plan of arrangement under the Business Corporations Act in British Columbia.
This acquisition price represents a 71% increase over Lumina Gold’s 20-day volume-weighted average trading price and a 41% premium to its closing price on the TSX Venture Exchange as of 17 April 2025.
Shareholders representing 52.3% of Lumina Gold’s outstanding shares have already agreed to back the deal by signing voting support 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.
“The Lumina team looks forward to working with CMOC and all existing stakeholders to ensure the successful future development of the project.”
As part of the transaction, CMOC will provide Lumina Gold with $20m in interim financing through convertible notes. These notes will carry an annual interest rate of 6.0% and mature in April 2026.
The notes are convertible into Lumina Gold’s shares at C$1 each, marking an 11% premium over the recent closing price. This financing aims to support ongoing activities at Lumina Gold’s Cangrejos project during the acquisition process.
The completion of the transaction is contingent on several conditions, including approval from Lumina’s securityholders, the TSX Venture Exchange, and the British Columbia Supreme Court.
Pending these approvals, the transaction is expected to close in Q3 2025. Following the acquisition, Lumina Gold will delist from the TSX Venture Exchange and cease reporting under Canadian securities regulations.
Lumina Gold’s board, guided by a special committee of independent directors and advised by Moelis & Company, has recommended that shareholders vote in favour of the transaction. A fairness opinion provided by RBC Capital Markets concluded that the offer is fair from a financial perspective.
CMOC has engaged BMO Capital Markets and McCarthy Tétrault for financial and legal advice, respectively, while Lumina Gold is represented by Borden Ladner Gervais and Skadden Arps Slate Meagher & Flom.
