Lumina Gold Shareholders Hit the Jackpot in CMOC Takeover
Chinese mining giant CMOC strikes a C$581 million deal to acquire Lumina Gold, securing control of one of the world’s largest undeveloped gold projects in Ecuador.
Editorial Team (ET)June 22, 2025
In a headline-making move that’s sending ripples through the mining world, Lumina Gold Corp. has officially announced its acquisition by CMOC Singapore Pte. Ltd., a subsidiary of Chinese multinational CMOC Group Limited. The deal, valued at approximately C$581 million on a fully diluted basis, will see CMOC acquire all issued and outstanding common shares of Lumina at C$1.27 per share in an all-cash transaction.
The acquisition price represents a massive premium of 71% over Lumina’s 20-day volume weighted average price and 41% over its last trading day price on the TSX Venture Exchange prior to the announcement. For Lumina shareholders, the buyout is not just a liquidity event—it’s a validation of over a decade of strategic development work at the Cangrejos project, one of the most significant undeveloped gold-copper deposits globally.
CEO Marshall Koval expressed pride in the journey Lumina has taken since it began advancing Cangrejos over ten years ago. Under his leadership, Lumina transformed the project from a blank slate into one of the largest gold development stories on the planet. This transaction, Koval said, is the natural next step in unlocking full value from the asset, and the team looks forward to a seamless transition with CMOC.
The deal also includes a US$20 million interim financing package via convertible notes, enabling Lumina to maintain its momentum while navigating through the final stages of the acquisition. These notes, set to mature in April 2026, carry a 6% annual interest rate and are convertible at a premium price of C$1.00 per share, providing further upside to CMOC while keeping Lumina funded.
The plan of arrangement, signed April 21, 2025, comes with the usual legal guardrails and protection clauses, including a C$23.28 million termination fee payable to CMOC under certain conditions, and a C$2.77 million expense reimbursement clause payable to Lumina in other scenarios. While CMOC holds the right to match any superior proposal Lumina might receive, the current offer has already gained the support of shareholders holding 52.3% of outstanding shares. That’s a strong endorsement in a world where mergers often face stiff resistance from investors.
Importantly, the transaction is not subject to financing conditions, giving Lumina’s shareholders a high degree of certainty. The deal is subject to several approvals—including from securityholders, the TSXV, the British Columbia Supreme Court, and the usual regulatory channels—but if all goes according to plan, the acquisition should close in Q3 2025. At that point, Lumina will be de-listed from the TSXV and cease to be a reporting issuer in Canada.
This acquisition marks another strategic expansion for CMOC, which has a well-established track record of successful M&A, especially in resource-rich jurisdictions. With Lumina, CMOC not only gains control of Cangrejos but also cements its presence in Ecuador—a country steadily rising as a global mining hotspot.
From Lumina’s perspective, the deal also eliminates the need for further shareholder dilution and removes significant execution and commodity risk, while handing the reins to a deep-pocketed, experienced developer. The involvement of RBC Capital Markets as fairness opinion provider, along with top-tier legal counsel on both sides, underlines the seriousness and professionalism guiding this process.
Cangrejos itself remains the crown jewel of Lumina’s portfolio. Located in El Oro Province, southwest Ecuador, the project is the largest primary gold deposit in the country and has advanced through the pre-feasibility stage. With CMOC’s financial muscle and operating experience, Cangrejos is now better positioned than ever to become a world-class mine.
The Lumina board, backed by a special committee of independent directors and top-tier financial advisors including Moelis & Company, is urging all shareholders to vote in favor of the transaction. The support from the board and major investors signals confidence not just in the financials of the deal, but in CMOC’s ability to deliver long-term value from Cangrejos.
Once the transaction closes, it will mark one of the most notable M&A deals in the Canadian mining sector this year. It’s not just a windfall for Lumina shareholders—it’s a strategic leap for CMOC, and a signal that the global race for gold and critical minerals is entering an aggressive new phase.
Conclusion
This acquisition isn’t just a financial transaction. It’s a transfer of legacy, ambition, and the future of one of Ecuador’s most promising mining projects. For Lumina, it’s the culmination of years of strategic execution. For CMOC, it’s a launchpad into one of Latin America’s most resource-rich frontiers. And for investors? It’s a front-row seat to the next big chapter in global gold development.
