News Release for Early Warning Report Regarding Lumina Gold Corp.
VANCOUVER, British Columbia, Dec. 15, 2022 (GLOBE NEWSWIRE) — Ross J. Beaty, of 1550 – 625 Howe Street, Vancouver, British Columbia, V6C 2T6, announced that on December 13, 2022, he entered into an amended and restated credit agreement dated December 13, 2022 (the “Amended and Restated Credit Agreement”) with Lumina Gold Corp. (“Lumina”), a company with a head office at 410 – 625 Howe Street, Vancouver BC V6C 2T6, which amended the original credit agreement between the parties dated July 5, 2022 (the “Original Agreement”) to, among other things, increase the maximum principal amount that Lumina could borrow pursuant to the Amended and Restated Credit Agreement to $15,000,000 (the “Maximum Amount”), extend the maturity date under the Amended and Restated Credit Agreement and, in consideration therefor, Lumina granted Mr. Beaty the right to convert (the “Conversion Right”) the aggregate principal amount of debt outstanding under the Amended and Restated Credit Agreement (the “Convertible Debt”), together with accrued interest of $323,534.27 under the Original Agreement (the “Accrued Interest”), into common shares in the authorized share structure of Lumina (“Common Shares”) at a conversion price of C$0.42 per Common Share (the “Conversion Price”).
As at December 15, 2022, the principal amount of the Convertible Debt outstanding pursuant to the Amended and Restated Credit Agreement is $12,000,000 and, together with the Accrued Interest, the aggregate amount of the Convertible Debt is $12,323,534.27.
Prior to the grant of the Conversion Right, Mr. Beaty owned, directly or indirectly, or exercised control or direction over 75,848,082 Common Shares, 1,483,334 vested stock options to acquire Common Shares (“Options”) and 3,000,000 Common Share purchase warrants (“Warrants”). The 75,848,082 Common Shares represented approximately 20.15% of the total number of issued and outstanding Common Shares prior to the grant of the Conversion Right. If all of the Warrants and Options were exercised, Mr. Beaty would have owned, directly or indirectly, or exercised control or direction over, approximately 21.09% of issued and outstanding Common Shares, on a partially diluted basis, prior to the Conversion Right.
Following the grant of the Conversion Right, Mr. Beaty now owns, directly or indirectly, or exercises control or direction over, 75,848,082 Common Shares, 1,483,334 Options, 3,000,000 Warrants and $12,323,534.27 of Convertible Debt. The 75,848,082 Common Shares represent approximately 20.15% of the total number of issued and outstanding Common Shares, representing no change since the grant of the Conversion Right. If all of Mr. Beaty’s 1,483,334 Options and 3,000,000 Warrants are exercised, and all of the Convertible Debt is converted into 29,341,748 Common Shares at the Conversion Price, Mr. Beaty would own, directly or indirectly, or exercise control or direction over, approximately 26.74% of the total number of issued and outstanding Common Shares on a partially-diluted basis.
The Amended and Restated Credit Agreement was made for investment purposes. In accordance with applicable securities laws, Mr. Beaty may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, “Securities”) of Lumina in the open market or otherwise, and reserves the right to dispose of any or all of his Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of Lumina and other relevant factors.
A copy of the Early Warning Report filed under applicable securities laws is available under Lumina’s profile on SEDAR (www.sedar.com).
For more information, please contact:
Ross J. Beaty
1550 – 625 Howe Street
Vancouver, British Columbia
Telephone: (604) 806-3173
Facsimile: (604) 684-0147