Luna Gold and JDL Gold Announce Increase to Non-Brokered Private Placement, Exercise of Bought Deal Over-Allotment Option, and Mailing and Filing of Special Meeting Materials
Luna Gold Corp.
Suite 730 - 800 West Pender St
Vancouver, BC V6C 2V6
Tel: +1 604-558-0560
www.lunagold.com | [email protected]
JDL Gold Corp.
Suite 1400 - 400 Burrard St
Vancouver, BC V6C 3A6
Tel: +1 604-628-1164
www.jdlgold.com | [email protected]
NEWS RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Luna Gold and JDL Gold Announce Increase to Non-Brokered Private Placement, Exercise of Bought Deal
Over-Allotment Option, and Mailing and Filing of Special Meeting Materials
February 27, 2017 – Vancouver, BC – Luna Gold Corp. (TSX: LGC) (“Luna Gold”) and JDL Gold Corp. (TSX-V: JDL)
(“JDL”) are pleased to announce that, further to press releases dated February 1 and February 14, 2017, the non-
brokered private placement financing has been increased to between C$60 million and C$65 million. In addition,
the underwriters of the previous ly announced C$15 million bought deal private placement financing have
exercised the C$5 million over-allotment option in full, resulting in total gross proceeds of C$20 million on closing.
Collectively, the non -brokered and bought deal private placement financings are expected to raise gross
proceeds of approximately C$80 million to C$85 million and may be closed in one or more tranches . Closing of
the financings is subject to customary conditions including the approval of the TSX Venture Exchange (“TSX-V”).
Proceeds will be used to repay debt, for the exploration and development of the Aurizona gold project and for
general corporate and working capital purposes.
The financings are being undertaken in connection with the business combination announced on February 1,
2017 whereby Luna Gold and JDL have entered into a plan of arrangement under section 192 of the Canada
Business Corporations Act to combine th eir businesses (the “Transaction”), creating a multi- asset mining
company. The combined company intends to change its name to “Trek Mining Inc.” and expects to trade on the
TSX-V under the ticker symbol “TREK”.
Closing of the Transaction is subject to cu stomary conditions including court and regulatory approvals and the
approval of the securityholders of both Luna Gold and JDL . Special meetings of both companies will be held on
March 24, 2017 to approve the Transaction. Luna Gold and JDL have commenced mailing a joint management
information circular (the “Joint Circular”) and meeting materials in respect of the Transaction to their respective
securityholders as of the record date. The Joint Circular contains, among other things, details conce rning the
Transaction, items to be voted on at the respective special meetings, and other related matters. Securityholders
of Luna Gold and JDL are urged to carefully review the J oint Circular and accompanying meeting materials as
they contain important information regarding the Transaction and its consequences to securityholders.
Copies of the Joint Circular and the meeting materials will be available on the companies’ websites and on SEDAR
under the profiles of Luna Gold and JDL. The meeting materials include the respective notices of the special
meeting of shareholders of JDL to be held on March 24, 2017 at 10:00 am (Vancouver time) at 2600 – 595 Burrard
Street in Vancouver, BC, and the special meeting of securityholders of Luna Gold to be he ld on March 24, 2017
at 10:00 am (Vancouver time) at 2600 – 595 Burrard Street in Vancouver, BC. Should the companies receive
securityholder approval, the Transaction is expected to close by the end of March 2017.
The securities offered under the financings have not been, and will not be, registered under the U.S. Securities
Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account
or benefit of, United Stat es persons absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not
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constitute an offer to sell or the solicitation of an offer to b uy securities in the United States, nor in any other
jurisdiction.
Luna Gold Contacts
Christian Milau, Chief Executive Officer
Rhylin Bailie, Vice President Investor Relations
Tel: +1 604-558-0560
Email: [email protected]
JDL Gold Contact
Greg Smith, Chief Executive Officer
Tel: +1 604-628-1164
Email: [email protected]
Forward-looking Statements
This document contains certain forward-looking information and forward-looking statements within the meaning of applicable securities
legislation (collectively “forward -looking statements”). The use of the w ords “will”, “will be”, “may”, “may be”, “creating”, “intends”,
“expected”, and similar expressions are intended to identify forward- looking statements. Forward -looking statements contained in this
press release include, but are not limited to, statements regarding the proposed Transaction, the proposed non-brokered and bought deal
private placement financings (together, the “Financings”) and the use of such proceeds from the Financings. Although Luna Gold and JDL
(the “Companies”) believe that the expectations reflected in such forward-looking statements and/or information are reasonable, undue
reliance should not be placed on forward-looking statements since the Companies can give no assurance that such expectations will prove
to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events
to differ materially from those anticipated in such forward- looking statements, including the risks, uncertainties and other factors
identified in the Compani es’ periodic filings with Canadian securities regulators, and assumptions made with regard to : the Companies’
ability to complete the proposed Transaction; the Companies’ ability to secure the necessary shareholder, legal and regulator y approvals
required to complete the Transaction; JDL’s ability to complete the Financings; the total gross proceeds from the Financings; the timing of
the anticipated restart of production at Aurizona; the ability to advance exploration efforts at Aurizona and the Companies’ other projects;
and the Companies’ ability to achieve the synergies expected as a result of the Transaction. Furthermore, the forward-looking statements
contained in this news release are made as at the date of this news release and the Companies do not undertake any obligations to publicly
update and/or revise any of the included forward-looking statements, whether as a result of additional information, future events and/or
otherwise, except as may be required by applicable securities laws.