TSXV: EOX
www.euromaxresources.com
VANCOUVER, BC, Feb. 3, 2025
/CNW/ - Euromax Resources Ltd. (TSXV: EOX):
("Euromax" or the "Company"), announces that further
to its news release dated January 14,
2025, it has today completed the issuance of 23,698,977
common shares of the Company (the "Common Shares") to the
European Bank for Reconstruction and Development ("EBRD")
pursuant to the debt settlement agreement entered into between the
Company and EBRD on January 14, 2025
(the "DSA"). Each Common Share was issued at a deemed
offering price of C$0.015 per Common
Share (collectively, the "Transaction"). Pursuant to
the DSA, the Company agreed to issue the Common Shares in order to
repay C$355,484.65 to EBRD,
representing a portion of the accrued finance delay interest owing
to the EBRD under the convertible debenture issued by the Company
to EBRD in principal amount of USD$5
million, as amended (the "Debenture").
The Common Shares issued pursuant to the Transaction will be
subject to a hold period of four months and one day from the date
of issuance, expiring on June 1, 2025
in accordance with the policies of the TSX Venture Exchange (the
"TSXV") and applicable securities laws.
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 is relying 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.
The Company will file a material change report in respect of the
Private Placement within the timeline prescribed by applicable
securities laws. The Company did not issue a material change
report more than 21 days before the closing of the Private
Placement because the transaction was under consideration by the
TSXV and closing was conditional on receipt of TSXV approval.
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 is 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 filing of a material change report in connection
with the Transaction. 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.
