Mr. Christian Kargl-Simard reports

ADVENTUS AND LUMINEX ANNOUNCE CLOSING OF US$18 MILLION IN EQUITY FINANCINGS RELATED TO THE PROPOSED MERGER

Adventus Mining Corp. and Luminex Resources Corp. have noted that Adventus closed its previously announced private placement of equity securities for aggregate gross proceeds of approximately $18-million (U.S.), composed of approximately:

• $13.5-million (U.S.) in a non-brokered private placement (the non-brokered private placement) through the issuance of 63,769,486 subscription receipts of the company at a price of 21.17 U.S. cents (29 cents) per subscription receipt;
• $5.7-million (approximately $4.2-million (U.S.) based on the United States/Canadian exchange rate on Dec. 7, 2023) in a brokered bought-deal private placement (the bought-deal private placement) through the issuance of 1,972,392 units of the company at a price of $2.90 per unit, co-led by Raymond James Ltd. and National Bank Financial Inc., on their own behalf and on behalf of a syndicate of investment dealers (collectively, the underwriters), which includes the exercise of the overallotment option granted to the underwriters; and
• $211,000 in a non-brokered private placement (the unit non-brokered private placement) through the issuance of 100,000 units at a price of $2.117 (U.S.) ($2.90) per unit.

The non-brokered private placement, the bought-deal private placement and the unit non-brokered private placement are collectively referred to as the offering. Each unit issued in the offering consists of four common shares of the company and six subscription receipts, with 40 per cent of the price per unit allocated to the unit shares underlying each unit and 60 per cent of the price per unit allocated to the subscription receipts underlying each unit.

Upon completion of the previously announced plan of arrangement involving the company and Luminex, in accordance with an arrangement agreement dated Nov. 21, 2023, and subject to certain customary conversion conditions for a transaction of this nature (collectively, escrow release conditions), each subscription receipt will convert into one common share of the company without payment of additional consideration or further action on the part of the holder.

The company has agreed to pay to the underwriters a commission equal to 6 per cent of the gross proceeds from the bought-deal private placement, 50 per cent of which was paid to the underwriters upon closing of the bought-deal private placement and 50 per cent of which has been placed in escrow (the escrowed commission), as described below.

The proceeds of the offering, other than those proceeds allocated to the unit shares and the escrowed commission (the escrowed proceeds), are held in escrow pending satisfaction of the escrow release conditions. Provided that the escrow release conditions are satisfied or waived (where permitted) prior to 5 p.m. (Toronto time) on March 31, 2024, the escrowed commission will be released to the underwriters from the escrowed proceeds, and the balance of the escrowed proceeds will be released to or as directed by Adventus, and the subscription receipts shall be automatically converted into underlying shares, without payment of any additional consideration or further action on the part of the subscribers. In the event that the escrow release conditions are not satisfied by the escrow release deadline, the escrowed proceeds, together with interest earned thereon, will be returned to the holders of subscription receipts and such subscription receipts will be cancelled.

The net proceeds of the offering will be used by the company to advance the Curipamba El Domo project, select exploration programs across the combined exploration portfolio of the company and Luminex, costs related to the transaction, and for working capital and general corporate purposes.

The offering was conducted in all of the provinces and territories of Canada pursuant to private placement exemptions, and in such other jurisdictions outside of Canada in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction. The securities issued under the subscription receipts and unit shares, and any underlying shares issued upon conversion of the subscription receipts, will be subject to a Canadian statutory hold period of four months and a day from the closing date of the offering, in accordance with applicable securities legislation.

The TSX Venture Exchange has conditionally accepted for listing the unit shares and underlying shares issuable upon conversion of the subscription receipts, subject to receipt of final approval.

The brokered private placement constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101, as certain insiders of the company subscribed for subscription receipts pursuant to the brokered private placement. The company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, with respect to the insider participation in the offering.

In addition, as previously announced, the company and Altius Minerals Corp. entered into an agreement to amend the terms of Altius's outstanding $4-million (U.S.) unsecured convertible debenture until Dec. 31, 2024, subject to completion of the non-brokered private placement. In connection with the terms of the loan amendment, the company and Altius agreed, among other things, to extend the maturity date under the loan agreement from Dec. 31, 2023, to Dec. 31, 2024, and to amend the conversion price of the principal amount under the loan agreement from 31 cents per share to 30 cents per share. The repricing remains subject to the approval of the TSX Venture Exchange.

For additional information on the transaction, please refer to the Adventus and Luminex joint news release dated Nov. 21, 2023.

About Adventus Mining Corp.

Adventus Mining is an Ecuador-focused copper-gold exploration and development company. Adventus is majority owner of the 215-square-kilometre Curipamba copper-gold project, which has a completed feasibility study on the shallow and high-grade El Domo deposit. In addition, Adventus is engaged in a countrywide exploration alliance in Ecuador, which has incorporated the Pijili and Santiago copper-gold porphyry projects to date. Outside of Ecuador, Adventus owns an exploration project portfolio in Ireland with South32 Ltd. as the financing participant. Its strategic shareholders include Altius, Greenstone Resources LP, Wheaton and significant Ecuadorean shareholders. Adventus is based in Toronto, Canada, and is listed on the TSX-V under the symbol ADZN and trades on the OTCQX under the symbol ADVZF.

About Luminex Resources Corp.

Luminex Resources, based in Vancouver, Canada, is a precious and base metal 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.

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