Mr. Christian Kargl-Simard of Adventus reports

ADVENTUS MINING AND LUMINEX RESOURCES COMPLETE PREVIOUSLY ANNOUNCED MERGER

Adventus Mining Corp. and Luminex Resources Corp. have completed the previously announced transaction pursuant to which Adventus acquired all of the issued and outstanding common shares of Luminex by way of a court-approved plan of arrangement.

Pursuant to the arrangement, former Luminex shareholders received 0.67 of an Adventus common share in exchange for each Luminex share held. Adventus issued an aggregate of 117,432,403 Adventus shares to former Luminex shareholders. The Adventus shares issued under the arrangement are expected to be listed and posted for trading on the TSX Venture Exchange.

Options to acquire Luminex shares that were outstanding at the time of completion of the arrangement were exchanged in accordance with the exchange ratio for similar securities to purchase Adventus shares on substantially the same terms and conditions and outstanding warrants of Luminex have become exercisable, based on the exchange ratio, to purchase Adventus shares on substantially the same terms and conditions.

As a result of the arrangement, Adventus acquired a 98.7-per-cent interest in Luminex's Condor gold project, the Pegasus earn-in project with Anglo American and a large portfolio of greenfield assets in Ecuador.

Subscription receipt conversion

In connection with the arrangement, Adventus issued a total of 76,203,838 subscription receipts at a price of 29 cents per subscription receipt, as part of its previously announced offering of equity securities for aggregate gross proceeds of $17.9-million (U.S.). On closing of the merger between Adventus and Luminex, each subscription receipt automatically converted to one Adventus share without payment of additional consideration or further action on the part of the subscription receipt holders. The net proceeds of the offering will be used by Adventus to advance the El Domo-Curipamba project, select exploration programs across the newly combined exploration portfolio of Adventus, costs related to the transaction, and for working capital and general corporate purposes. All Adventus shares issued upon conversion of the subscription receipts are subject to a statutory hold period of four months and one day from the date the subscription receipts were issued.

Delisting of the Luminex shares

It is anticipated that the Luminex shares will be delisted from the TSX Venture Exchange as of the close of trading on or about Jan. 29, 2024, and that Luminex will apply to the Canadian securities regulators for it to cease to be a reporting issuer thereafter.

Altius loan amendment

As previously announced, the Adventus and Altius Minerals Corp. entered into an agreement to amend the terms of Altius's outstanding $4-million (U.S.) unsecured convertible debenture. In connection with the terms of the loan amendment, the maturity date under the loan agreement was extended from Dec. 31, 2023, to Dec. 31, 2024, and the conversion price of the principal amount under the loan agreement was amended from 31 cents per Adventus share to 30 cents per Adventus share. The extension and the repricing have been approved by the TSX Venture Exchange.

Other updates

The Japan Organization for Metals and Energy Security (JOGMEC) has notified Luminex of its plan to withdraw from the Orquideas earn-in arrangement on Feb. 18, 2024. Adventus is evaluating options for the Orquideas project and is considering potential partnerships on other greenfield Luminex properties.

About Adventus Mining Corp.

Adventus Mining is an Ecuador-focused copper-gold exploration and development company. Adventus Mining 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.

About Luminex Resources Corp.

Luminex Resources is a Vancouver-based precious and base metals exploration and development company focused on gold and copper projects in Ecuador.

We seek Safe Harbor.