Euromax Announces Closing of Private Placement Financing VANCOUVER

Euromax Announces Closing of Private

Placement Financing

VANCOUVER

, May 13, 2019 /CNW/ -

Euromax Resources Ltd.,

(TSX: EOX): (

Euromax

or the

Company

), is pleased to announce that it has closed its previously announced non-brokered private

placement financing to one of its current major shareholders, Galena Resource Equities Limited

(

Galena

), an entity controlled by Galena Asset Management S.A., which is an affiliate of the

Trafigura Pte. Ltd. (

Trafigura

), for gross proceeds of

CAD$9,188,040

(USD$6,900,000)

(the

Private Placement

). Pursuant to the Private Placement, the Company has issued 147,008,640 units

(the

Units

), each Unit consisting of one common share in the capital of the Company (each, a

Common Share

) and one Common Share purchase warrant (each, a

Warrant

), at an offering price

of

CAD$0.0625

per Unit to Galena. Each Warrant may be exercised for the purchase of one

Common Share at a price of

CAD$0.15

for a period of two years following the closing of the Private

Placement. The proceeds of the Private Placement will be used for the development of the

Company's Ilovica-Shtuka Copper-Gold Project (

Ilovica-Shtuka

or the

Project

) and for general

corporate purposes.

Euromax is also pleased to announce that it has closed its previously announced concurrent financing

(the

Concurrent Offering

and, together with the Private Placement, the

Transaction

), on the same

terms as the Private Placement, of 17,641,037 Units for gross proceeds of

CAD$1,102,564.80

(USD$828,000)

.

Martyn Konig

, a director and insider of the Company, today acquired 6,988,237

Units for aggregate gross proceeds to the Company of

USD$328,000

.

As previously announced, in connection with the closing of the Private Placement, the Company and

Galena have amended their existing ancillary rights agreement dated

April 10, 2018

, pursuant to

which Galena has been granted the right to nominate two additional directors of the Company's

board of directors (the

Board

) (for four directors in total) for such time as it (collectively with its

affiliates) holds greater than 20% of the Company's issued and outstanding Common Shares

(calculated on a fully diluted basis). The Company has also amended the off-take agreement

entered into on

April 6, 2018

with Trafigura such that Trafigura will have 100% ownership of the sale

of copper concentrate produced at Ilovica-Shtuka.

As a result of the closing of the Transaction, Galena will hold 176,008,640 Common Shares and

176,008,640 Warrants, representing 53.11% of the issued and outstanding Common Shares on a

non-diluted basis and 69.38% on a partially diluted basis. An early warning report will be filed with

the applicable securities regulators in connection with Galena's acquisition of Common Shares, and a

copy of such report will be available on SEDAR at

www.sedar.com

.

As a condition to closing the Private Placement, the Company has entered into agreements with

each of the European Bank for Reconstruction and Development (

EBRD

) and CC Ilovitza Limited

(

CC

) to, amongst other things: (i) extend the maturity date of the Debentures to

February 28, 2021

,

(ii) revise the conversion price in respect of the principal, accrued interest, and applicable fees owing

under the Debentures to

CAD$0.15

per Common Share, (iii) reduce the interest rate owing under the

Debentures from 20% to 7% per annum (compounding annually) effective

March 31, 2019

, and (iv)

waive any pre-emptive or participation rights EBRD and CC may have with respect to the Private

Placement.

Pursuant to Section 604(e) of the Toronto Stock Exchange (

TSX

) Company Manual, the Company

has been approved by the TSX for an exemption from shareholder approval requirements, on the

basis of financial hardship. In connection therewith, and as disclosed by the Company in its

February

12, 2019

press release, the TSX has placed Euromax under remedial delisting review, which is

normal practice when a listed issuer relies on the Section 604(e) financial hardship exemption. The

Company has 120 days from the date of notification to regain compliance with the TSX's continued

listing requirements.

The securities issued pursuant to the Transaction will be subject to a four month hold period from the

date of closing in accordance with applicable Canadian securities laws.

About Euromax Resources Ltd.

Euromax is a minerals development company whose corporate strategy is centered on the

development of the Ilovica-Shtuka Project, the company's core copper and gold development project

located in

North Macedonia

. Euromax, through its local subsidiaries, has been involved in the

exploration and development of a number projects in south-eastern

Europe

since

January 2011

.

About Galena Resource Equities Limited

Galena Resource Equities Limited is a wholly-owned subsidiary of Galena Asset Management S.A.

and its principal business is to investment in equity and debt in late stage small and mid-sized

companies in development or expansion phase across the natural resources and mining sector.

About Galena Asset Management S.A.

Galena Asset Management S.A. (

Galena Asset Management

) is the wholly-owned investment arm

of the Trafigura Group, a world leading commodity trading firm, and is authorized and regulated by

the Swiss Financial Market Supervisory Authority (FINMA). For more than a decade Galena Asset

Management has operated at the intersection of financial and physical commodity markets, enabling

leading institutional investors to access investment opportunities alongside the Trafigura Group

through funds or managed accounts. Galena Asset Management's portfolio management specialists

have built considerable experience in metals, minerals, oil, shipping and infrastructure. Galena Asset

Management acts independently, but derives significant benefits from its relationship with Trafigura,

its principal anchor investor.

Galena Asset Management has unparalleled access to the commercial and technical expertise of the

Trafigura Group in the non-ferrous and ferrous space. The investment professionals have the ability

to leverage Trafigura's global presence with 66 offices in 38 countries and rely on the Trafigura

Group's solid reputation. The fund invests globally and usually intervenes actively in the strategic

direction of companies invested in. Trafigura is a limited partner in the fund. Visit:

www.galena-invest.com

Forward-Looking Information

This news release contains forward-looking information. Forward-looking statements include, but

are not limited to the use of proceeds from the Transaction, the continued advancement of the

Company's general business plan and the development of Ilovica-Shtuka, and the receipt of all

necessary government approvals and consents. When used in this press release, the words "will",

"shall", "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "plan", "should" and

similar expressions may identify forward-looking statements. Although Euromax believes that their

expectations reflected in these forward looking statements are reasonable, such statements involve

risks and uncertainties and no assurance can be given that actual results will be consistent with

these forward-looking statements. Important factors that could cause actual results to differ from

these forward-looking statements include, but are not limited to, the possibility that necessary

regulatory approvals, including the final approval of the TSX, are not received, the possibility that

the Company has to allocate proceeds to other uses or reallocate proceeds differently among the

anticipated uses due to changes in project parameters or other unforeseen circumstances

associated generally with the unpredictability of mining operations, the ability to implement

corporate strategies, the ability to obtain financing as and when required and on reasonable terms,

the risk that the development of the Project may not proceed as anticipated, including the inability

to obtain necessary government approvals for its activities in a timely manner, political or

economic instability in the jurisdiction in which the Project is located, changes in national and local

government legislation, regulation, and taxation, and other risks disclosed in our filings made with

Canadian securities regulators available on SEDAR at

www.sedar.com

. This list is not exhaustive

of the factors that may affect any of Euromax's forward-looking statements. Investors are cautioned

not to put undue reliance on forward-looking statements. Forward-looking statements contained

herein are made as of the date of this news release and Euromax disclaims any obligation to

update any forward-looking statements, whether as a result of new information, future events or

results or otherwise, except as required by applicable securities laws.

SOURCE

Euromax Resources

View original content:

http://www.newswire.ca/en/releases/archive/May2019/13/c7232.html

%SEDAR: 00009131E

For further information:

please visit www.euromaxresources.com or contact: Varshan Gokool,

President & Chief Executive Officer, +44 20 3918 5160, [email protected]; Martina

Kostovska,

Communications Manager,

+389 2 3 220 998, [email protected]

CO: Euromax Resources

CNW 07:27e 13-MAY-19