/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 16,
2023 /CNW/ - Luminex Resources Corp. (TSXV:
LR) (OTCQX: LUMIF) (the "Company" or "Luminex") is
pleased to announce that it has closed its previously announced
brokered and non-brokered private placements (please refer to the
Company's January 26 news release). A
total of 41,666,667 units ("Units") were issued at a price of
C$0.30 per Unit (the "Offering
Price"), for aggregate gross proceeds of approximately C$12.5 million (the "Offering"). Each Unit was
comprised of one common share of the Company (each, a "Common
Share") and one-half of one Common Share purchase warrant (each
whole Common Share purchase warrant, a "Warrant"). Each Warrant
shall entitle the holder thereof to acquire one Common Share at a
price of C$0.44 per Common Share at
any time during the 24-month period following the closing date. The
brokered portion of the Offering (the "Brokered Offering") was
completed through a syndicate of agents (the "Agents") led by
Haywood Securities Inc., and including Canaccord Genuity Corp. and
Red Cloud Securities Inc. Ross Beaty
subscribed for approximately C$2.5
million of the non-brokered portion of the Offering (the
"Non-Brokered Offering").
The Company plans to use the net proceeds from the Offering to
drill approximately 10,200 metres at the Condor North area of its
Condor Project, update the mineral resource estimate for the Condor
Project and for general corporate purposes.
The Units issued under the Brokered Offering were offered to
purchasers pursuant to: (i) the accredited investor exemption under
National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"),
and (ii) the listed issuer financing exemption ("LIFE Exemption")
under Part 5A of NI 45-106, in all the provinces of Canada, except Quebec. The Units issued under the LIFE
Exemption (the "LIFE Exemption Units") are not subject to resale
restrictions pursuant to applicable Canadian securities laws. All
other Units issued pursuant to the Offering are subject to the
statutory hold period of four months and one day from the date of
issuance in accordance with applicable Canadian securities laws.
Purchasers under the Brokered Offering received a fixed ratio of
LIFE Exemption Units to four-month hold period Units, being 75:25.
In connection with the Brokered Offering, the Agents received
compensation of 6% of the gross proceeds from the Brokered
Offering. In connection with the Non-Brokered Offering, finders'
fees of 6% were paid on the proceeds from certain subscribers.
The securities offered pursuant to the Offering have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any U.S. state
securities laws, and may not be offered or sold to, or for the
account or benefit of, persons in the
United States or U.S. persons absent registration under the
U.S. Securities Act and applicable U.S. state securities laws or an
applicable exemption therefrom. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in the United States,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Certain related parties of the Company participated in the
Offering. The issuance of Units to related parties is considered to
be a related party transaction within the meaning of TSX Venture
Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI
61-101"). The Company has relied on the exemptions from the
valuation and minority shareholder approval requirements of MI
61-101 (and Policy 5.9) as the fair market value of the Units
issued to such persons does not exceed 25% of the Company's market
capitalization.
About Luminex Resources
Luminex Resources Corp. (TSXV: LR) (OTCQX: LUMIF) is a
Vancouver, Canada based precious
and base metals exploration and development company focused on gold
and copper projects in Ecuador.
Luminex's inferred and indicated mineral resources are located at
the Condor Gold-Copper project in Zamora-Chinchipe Province,
southeast Ecuador. Luminex also
holds a large and highly prospective land package in Ecuador, including the Pegasus and Orquideas
projects, which are being co-developed with Anglo American and JOGMEC respectively.
Further details are available on the Company's website
at https://luminexresources.com/.
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https://www.luminexresources.com/contact/contact-us/.
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LUMINEX RESOURCES CORP.
Signed: "Marshall Koval"
Marshall Koval, CEO and
Director
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release
Cautionary Note Regarding
Forward-Looking Information
Certain statements and information herein, including all
statements that are not historical facts, contain forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. Such forward-looking statements or
information include but are not limited to statements or
information with respect to the use of proceeds from the Offering.
Often, but not always, forward-looking statements or information
can be identified by the use of words such as "will" or variations
of that word and phrases or statements that certain actions, events
or results "will", "could" or are "intended to" be taken, occur or
be achieved.
With respect to forward-looking statements and information
contained herein, the Company has made numerous assumptions
including among other things, assumptions about general business
and economic conditions, the prices of gold and copper, and
anticipated costs and expenditures. The foregoing list of
assumptions is not exhaustive.
Although management of the Company believes that the
assumptions made and the expectations represented by such
statements or information are reasonable, there can be no assurance
that a forward-looking statement or information herein will prove
to be accurate. Forward-looking statements and information by
their nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause the
Company's actual results, performance or achievements, or industry
results, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements or information. These factors include,
but are not limited to: risks associated with the business of the
Company; business and economic conditions in the mining industry
generally; the supply and demand for labour and other project
inputs; changes in commodity prices; changes in interest and
currency exchange rates; risks relating to inaccurate geological
and engineering assumptions (including with respect to the tonnage,
grade and recoverability of reserves and resources); risks relating
to unanticipated operational difficulties (including failure of
equipment or processes to operate in accordance with specifications
or expectations, cost escalation, unavailability of materials and
equipment, government action or delays in the receipt of government
approvals, industrial disturbances or other job action, and
unanticipated events related to health, safety and environmental
matters); risks relating to adverse weather conditions; political
risk and social unrest; changes in general economic conditions or
conditions in the financial markets; and other risk factors as
detailed from time to time in the Company's continuous disclosure
documents filed with Canadian securities administrators. The
Company does not undertake to update any forward-looking
information, except in accordance with applicable securities
laws.
SOURCE Luminex Resources Corp.