TSXV: EOX
www.euromaxresources.com
VANCOUVER, BC, Jan. 14,
2025 /CNW/ - Euromax Resources Ltd. (TSXV:
EOX): ("Euromax" or the "Company") is pleased to
announce that it has entered into a debt settlement agreement dated
January 14, 2025 (the "DSA")
to settle a portion of the outstanding debt owing to the European
Bank for Reconstruction and Development ("EBRD") under the
convertible debenture issued by the Company to EBRD in principal
amount of USD$5 million, as amended
(the "Debenture"). Pursuant to the DSA, Euromax will be
paying off C$355,484.65 representing
a portion of the interest owed to EBRD under the Debenture (the
"Debt Repayment Amount").
In connection with the Debt Repayment Amount, Euromax will be
issuing to EBRD 23,698,977 common shares in the capital of the
Company (the "Common Shares"), at a deemed offering price of
C$0.015 per Common Share
(collectively, the "Transaction").
The board of directors of the Company (the "Board") has
determined that it is in the best interests of the Company to
settle the outstanding Debt Repayment Amount by entering into the
Transaction in order to preserve the Company's cash for ongoing
operations.
Closing of the Transaction is subject to customary closing
conditions, including the final acceptance of the TSX Venture
Exchange. The Company intends to close the Transaction as soon as
practicable. The Common Shares to be issued pursuant to the
Transaction will be subject to a hold period of four months and one
day from the date of issuance.
The Transaction is not expected to materially affect control of
the Company. As EBRD is a related party of Euromax, in completing
the Transaction, the Company intends to rely on the exemptions from
the formal valuation and minority approval requirements of Policy
5.9 of the TSXV and Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101") in respect of related party transactions contained in
sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.
Prior to completion of the Transaction, EBRD
owned 35,661,446 common shares and was beneficially
entitled to own and control an additional 114,738,989 common
shares by converting all amounts owing to it under the Debenture as
at 30 November, 2024 (assuming a conversion price of
C$0.15 per common share and an
exchange rate of US$1 = C$1.40013) and an additional 12,292,899 common
shares by exercising all of its warrants of the Company (each
warrant exercisable for one common share), for an aggregate
beneficial ownership of common shares of 162,693,334 representing
an aggregate ownership interest of approximately 19.98% (on a
post-conversion and post-exercise basis and excluding any exercise
by any other securityholders of the Company of convertible or
exchangeable securities owned by them).
Following completion of the Transaction, including the common
shares of the Company that it currently owns, EBRD would be
entitled to beneficially own and control 183,942,035 common
shares for an aggregate ownership interest of 22.01% (on a
post-conversion and post-exercise basis) of the issued and
outstanding common shares, representing an increase in beneficial
ownership of 2.03% (on a post-conversion and post-exercise basis
and excluding any exercise by any other securityholders of the
Company of convertible or exchangeable securities owned by them) of
the issued and outstanding common shares of the Company.
The Transaction was agreed in furtherance to a private placement
which closed on November 13, 2024
(the "Previous Placement"), in order to maintain EBRD's
ownership interest (on a fully diluted basis) at or about the same
level as prevailed prior to completion of that Previous Placement,
and in accordance with the call right available to EBRD under the
Debenture. Depending on market conditions and other factors, EBRD
may from time to time acquire and/or dispose of securities of the
Company or continue to hold its current position.
To obtain a copy of the early warning report filed in connection
with this press release, please contact:
Mikhail Zlobin (telephone
number +44 207338 8981) or David
Ryba (telephone number +44 207338
6203).
EBRD's address is 5 Bank Street, London, United Kingdom, E14 4BG.
Neither the TSX Venture Exchange nor its regulation services
provider accepts responsibility for the adequacy or accuracy of
this news release.
About Euromax Resources Ltd.
Euromax has a major development project in North Macedonia and is focused on building
and operating
the Ilovica-Shtuka gold-copper project.
Forward-Looking Information
This news release contains statements that are forward-looking,
such as those relating to the completion of the Transaction and
fulfilment of customary closing conditions (including final
acceptance of the TSX Venture Exchange), the Company's cash for
ongoing operations, and statements related to the Company's
reliance on MI 61-101. Forward-looking statements are frequently
characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates
of management at the dates the statements are made, and are subject
to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from
those projected in the forward-looking statements. This information
is qualified in its entirety by cautionary statements and risk
factor disclosure contained in filings made by the Company,
including its annual information form for the year ended
December 31, 2023 and financial
statements and related MD&A for the financial years ended
December 31, 2023 and 2022, as well
as the financial statements for the three and nine months ended
September 30, 2024 and 2023 and the
related MD&A for the three and nine months ended September 30, 2024, filed with the securities
regulatory authorities in certain provinces of Canada and available on SEDAR+
at sedarplus.ca. The forward-looking statements contained
in this document are as of the date of this document, and are
subject to change after this date. Readers are cautioned that
the assumptions used in the preparation of such information,
although considered reasonable at the time of preparation, may
prove to be imprecise and, as such, undue reliance should not be
placed on forward-looking statements. Euromax disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise, unless required by applicable law. All
information in this news release concerning EBRD has been provided
for inclusion herein by EBRD. Although the Company has no knowledge
that would indicate that any information contained herein
concerning EBRD is untrue or incomplete, the Company assumes no
responsibility for the accuracy or completeness of any such
information.
SOURCE Euromax Resources Ltd.
