Euromax Announces Closing of Issuance of Additional Securities to EBRD in Connection with Partial Repayment of Debt
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TSXV: EOX
www.euromaxresources.com
Euromax Announces Closing of Issuance of Additional
Securities to EBRD in Connection with Partial Repayment of
Debt
VANCOUVER, BC, February 3, 2025 - 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.
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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.
For more information, please visit www.euromaxresources.com or contact:
Tim Morgan-Wynne, Executive Chairman
+44 20 3918 5160