Lumina Gold Announces AGM Results, Debt Conversion and Granting of Options

Rhea-AI Summary

Lumina Gold Corp. held its annual general meeting on November 23, 2021, where shareholders approved several key matters including the election of directors and the appointment of auditors. A significant outcome was the approval of Ross Beaty as a new control person, enabling the conversion of C$665,282 in debt into common shares at C$0.60 per share, increasing Beaty's ownership to 20.15%. The company also granted up to 6,000,000 stock options to directors and officers, exercisable at $0.58 per share, expiring on November 23, 2026.

Positive

• Shareholders approved the appointment of directors and auditors.
• Approval of Ross Beaty as a new control person facilitates debt conversion.
• Debt conversion will increase Beaty's stake to 20.15%.

Negative

• Related party transaction exempt from formal valuation raises potential governance concerns.

VANCOUVER, BC, Nov. 23, 2021 /PRNewswire/ - Lumina Gold Corp. (TSXV: LUM) (OTCQX: LMGDF) (the "Company" or "Lumina") announces the results of its annual general and special meeting of shareholders held on November 23, 2021 in Vancouver (the "Meeting"). Lumina's shareholders voted in favour of each of the matters considered at the Meeting, including:

1. Electing each of Marshall Koval, Lyle Braaten, Donald Shumka, Michael Steinmann, Stephen Stow and Heye Daun as directors of the Company to hold office for the ensuing year;
2. Appointing auditors for the ensuing year and authorizing the board of directors to set their remuneration;
3. Approving Lumina's 10% Rolling Stock Option Plan; and
4. Approving the creation of a new control person (Ross Beaty) by the disinterested shareholders.

The approval of Ross Beaty as a new control person allows the Company to complete the conversion of the remaining principal and interest on the existing credit facility (see October 6, 2021 news release for more details) into common shares of the Company ("Shares"). The amount, C$665,282 will be converted at C$0.60 per Share (the "Debt Settlement"). This conversion will take Mr. Beaty's total holdings to 75,846,639 Shares or 20.15% ownership of the Company. The Shares issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months and one day following the issuance date. The Debt Settlement is subject to the approval of the TSX Venture Exchange.

The Company has granted incentive stock options under the Company's stock option plan to certain directors, officers, employees and consultants of the Company to purchase up to an aggregate of 6,000,000 common shares of the Company. The options are exercisable at a price of $0.58 per share and will expire on November 23, 2026. 5,875,000 of the options will vest in three equal parts over the first two years after grant and 125,000 options (the "First Globe Options") will vest in four equal parts over the first two years after grant.

Additionally, the Company has renewed its agreement with First Globe Capital International Inc. ("First Globe") that was announced on December 30, 2016, for an additional 12 months. First Globe is based out of Vancouver, British Columbia, and is owned by Anish Sunderji. First Globe provides institutional fundraising and advisory services to its clients. The Company has compensated First Globe for its services by granting the First Globe Options described above.  In addition, the Company has also agreed to reimburse First Globe for its reasonable incidental expenses incurred in providing the investor relation services to the Company. First Globe does not otherwise have any relationship with or hold any securities of the Company, except for previously granted stock options.

Mr. Beaty, a related party of the Company, will participate in the Debt Settlement. This related party transaction will be exempt from the formal valuation requirement and shareholder approval requirement of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the fair market value of the Shares issued pursuant to the Debt Settlement will not exceed 25% of the Company's market capitalization.

To the knowledge of the Company or any director or senior officer of the Company, after reasonable inquiry, no "prior valuations" (as defined in MI 61-101) in respect of the Company that relate to the Debt Settlement, or are relevant to the Debt Settlement, have been prepared within 24 months preceding the date hereof. All of the terms and conditions of the Debt Settlement were reviewed and unanimously approved by the board of directors of the Company.

About Lumina Gold

Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based precious and base metals exploration and development company focused on the Cangrejos Gold-Copper Project located in El Oro Province, southwest Ecuador. Lumina has an experienced management team with a successful track record of advancing and monetizing exploration projects.

Further details are available on the Company's website at https://luminagold.com/.

Please click here and subscribe to receive future news releases: https://luminagold.com/contact

LUMINA GOLD CORP.

Signed: "Marshall Koval"

Marshall Koval, President & CEO, 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.

View original content:https://www.prnewswire.com/news-releases/lumina-gold-announces-agm-results-debt-conversion-and-granting-of-options-301431197.html

SOURCE Lumina Gold Corp.

FAQ

What were the results of Lumina Gold's annual general meeting on November 23, 2021?

Lumina Gold's AGM resulted in the election of directors, appointment of auditors, and approval of a debt conversion and stock option plan.

What is the total amount of debt being converted into common shares by Lumina Gold?

The total amount being converted is C$665,282.

How many stock options were granted by Lumina Gold, and what is the exercise price?

Lumina Gold granted 6,000,000 stock options with an exercise price of $0.58.

Who is Ross Beaty in relation to Lumina Gold?

Ross Beaty is a new control person at Lumina Gold, increasing his ownership stake to 20.15% after the debt conversion.

What is the expiration date for the stock options granted by Lumina Gold?

The stock options will expire on November 23, 2026.