CMOC Group Limited (SEHK:3993) entered into an arrangement agreement to acquire Lumina Gold Corp. (TSXV:LUM) for approximately CAD 530 million on April 21, 2025. CMOC will acquire all of the issued and outstanding common shares of Lumina (the "Lumina Shares"), in exchange for CAD 1.27 per Lumina Share (the "Consideration") in an all-cash transaction by way of a plan of arrangement (the "Transaction"). The Consideration represents total equity value of approximately CAD 58O million on a fully diluted basis. The Consideration represents a premium of approximately 71% to Lumina's 20-day volume weighted average trading price ("VWAP"), and a premium of approximately 41% to Lumina's closing price as at April 17, 2025, on the TSX Venture Exchange (the "TSXV"). Concurrent with entering into the Arrangement Agreement, CMOC has entered into a subscription agreement with Lumina for the issuance of an aggregate principal amount of CAD 27.6 million convertible notes (the "Convertible Notes"). The Convertible Notes will be unsecured with an annual interest rate of 6.0% and mature April 21, 2026, subject to acceleration in certain circumstances. Pursuant to the terms of the Arrangement Agreement and the Convertible Notes, Lumina is to use the proceeds of the private placement for the purpose of funding expenditures related to the Arrangement Agreement in accordance with an agreed upon work program and budget. Following completion of the Transaction, the Lumina Shares will be de-listed from the TSXV and Lumina will cease to be a reporting issuer under Canadian securities laws. The Arrangement Agreement contains customary reciprocal deal-protection provisions including a non-solicitation covenant and a "fiduciary out" that would allow Lumina to accept a superior proposal as defined in the Arrangement Agreement, subject to a right for CMOC to match any superior proposal. Under certain circumstances, CMOC would be entitled to a termination fee of CAD 23,280,000.

The completion of the Transaction is subject to a number of terms and conditions, including without limitation the following: (a) approval of the Lumina securityholders (b) acceptance by the TSXV; (c) approval of the British Columbia Supreme Court; (d) there being no material adverse changes in respect of Lumina; and (e) other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied. The Transaction is subject to the approval at a special meeting of Lumina securityholders by (i) 66 2/3 percent of the votes cast by Lumina ?shareholders, (ii) 66 2/3 percent of the votes cast by Lumina shareholders, option holders and holders of Lumina RSUs, voting together as a single class, and (iii) if required, a simple majority of the votes cast by the Lumina shareholders, excluding the votes cast by certain persons as required by MI 61-101 Protection of Minority Securityholders in Special Transactions. After consultation with its financial and legal advisors, and following the unanimous recommendation of a special committee of independent directors (the "Special Committee"), the board of directors of Lumina (the "Lumina Board") unanimously determined the Transaction is fair to Lumina shareholders, is in the best interest of Lumina and approved the entering into of the Transaction. As part of the Transaction, Lumina shareholders representing 52.3% of the issued and outstanding Lumina Shares have signed voting support agreements, pursuant to which they have agreed, among other things, to vote their Lumina Shares, Lumina stock options ("Lumina Options") and restricted share units ("Lumina RSUs"), as applicable, in favour of the Transaction. Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the Transaction in the third quarter of 2025.

Moelis & Company LLC is acting as financial advisor to Lumina. RBC Capital Markets has provided a fairness opinion to the Lumina Board. Borden Ladner Gervais LLP, Skadden Arps Slate Meagher & Flom LLP, and Tobar ZVS are acting as legal counsel to Lumina in Canada, the U.S. and Ecuador, respectively. BMO Capital Markets is acting as financial advisor to CMOC. McCarthy Tétrault LLP, Bustamante Fabara S.A.S. and Flor Bustamante Pizarro & Hurtado are acting as legal counsel to CMOC in Canada and Ecuador, respectively. PricewaterhouseCoopers LLP is acting as tax advisor to CMOC.