Euromax Announces Closing of Issuance of Additional Securities to EBRD in Connection with Partial Repayment of Debt
Euromax Announces Closing of Issuance of
Additional Securities to EBRD in Connection
with Partial Repayment of Debt
TSXV: EOX
www.euromaxresources.com
VANCOUVER, BC
,
Sept. 10, 2024
/CNW/ -
Euromax Resources Ltd.
(TSXV: EOX): ("
Euromax
"
or the "
Company
"), announces today that further to its news release dated
August 6, 2024
, it has
now completed the issuance of 12,292,899 units of the Company (the "
Units
") to the European Bank
for Reconstruction and Development ("
EBRD
") pursuant to the debt settlement agreement entered
into between the Company and EBRD on
August 5, 2024
(the "
DSA
"). Each Unit consists of one
common share in the capital of the Company (each, a "
Common Share
") and one Common Share
purchase warrant (each, a "
Warrant
"), and was issued at a deemed offering price of
C$0.02
per
Unit (collectively, the "
Transaction
"). Each Warrant is exercisable for one Common Share for a
period of five years from the date of issuance, at an exercise price of
C$0.05
. Pursuant to the DSA,
the Company agreed to issue the Units in order to repay
C$245,857.98
to EBRD, representing a
portion of the outstanding debt 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 Units issued pursuant to the Transaction, and any Common Shares issued in connection with the
exercise of Warrants, if any, will be subject to a hold period of four months and one day from the
date of issuance, expiring on
January 10, 2024
, 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 23,368,547 Common Shares (representing an
ownership interest of approximately 4.2% of the Company's issued and outstanding Common
Shares) and was beneficially entitled to own and control an additional 112,628,582 Common Shares
by converting all amounts owing to it under the Debenture as at
31 July 2024
(assuming a
conversion price of
C$0.15
per Common Share and an exchange rate of
US$1
=
C$1.38488
), for an
aggregate beneficial ownership interest of 135,997,129 Common Shares, representing
approximately 14.25% of the Company's outstanding Common Shares (on a post-conversion basis).
Upon completion of the Transaction, EBRD owns an aggregate of 35,661,446 Common Shares,
(representing an ownership interest of 6.4% of the Company's issued and outstanding Common
Shares) and is entitled to beneficially own and control, in aggregate 158,943,874 Common Shares
for an aggregate beneficial ownership interest of 16.27% (on a post-conversion and exercise basis)
of the issued and outstanding Common Shares of the Company, including the Common Shares of the
Company that it currently owns and assuming the exercise of all of the Warrants granted to it
pursuant to the Transaction, representing an increase in beneficial ownership of 2.01%. 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 20 7338 8981) or
David Ryba
(telephone number:
+44 20 7338 6203). EBRD's address is 5 Bank Street,
London, United Kingdom
, E14 4BG.
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 six months ended
June 30, 2024
and 2023 and the related
MD&A for the three and six months ended
June 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. Neither the TSX Venture Exchange nor its
regulation services provider accepts responsibility for the adequacy or accuracy of this news
release.
SOURCE
Euromax Resources Ltd.
View original content:
http://www.newswire.ca/en/releases/archive/September2024/10/c6467.html
%SEDAR: 00009131E
For further information:
For more information, please visit www.euromaxresources.com or
contact: Tim Morgan-Wynne, Executive Chairman, +44 20 3918 5160,
CO: Euromax Resources Ltd.
CNW 17:05e 10-SEP-24