Euromax Announces Partial Repayment of Debt Owed to EBRD and Subscription by EBRD for Additional Securities
Euromax Announces Partial Repayment of
Debt Owed to EBRD and Subscription by
EBRD for Additional Securities
TSXV: EOX
www.euromaxresources.com
Investors are advised to disregard the news release issued before markets opened on
August 6,
2024
, which relates to a previously completed private placement and was issued in error.
VANCOUVER, BC
,
Aug. 6, 2024
/CNW/ -
Euromax Resources Ltd.
(TSXV: EOX): ("
Euromax
" or
the "
Company
") is pleased to announce that it has entered into a debt settlement agreement (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$245,857.98
representing a portion of the fees and interest owed to EBRD under
the Debenture (the "
Debt
Repayment Amount
").
In connection with the Debt Repayment Amount, Euromax will be issuing to EBRD 12,292,899 units
in the capital of the Company (the "
Units
"), with 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 a deemed offering price of
C$0.02
per Unit (collectively, the "
Transaction
").
Each Warrant will be exercisable for one Common Share for a period of five years from the date of
issuance, at an exercise price of
C$0.05
.
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 Units 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 23,368,547 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
July 31, 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 of Common Shares of 135,997,129, representing an aggregate ownership
interest of approximately 14.25% (on a post-conversion basis).
Following completion of the Transaction, 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, EBRD would be entitled to beneficially own and control 158,943,874 Common Shares
for an aggregate ownership interest of 16.27% (on a post-conversion and exercise basis) of the
issued and outstanding Common Shares, representing an increase in beneficial ownership of 2.02%
(on a post-conversion basis) of the issued and outstanding Common Shares of the Company.
The Transaction was agreed in furtherance to a private placement, the final tranche of which closed
on
May 7, 2024
(the "
Previous Placement
"), in order to maintain EBRD ownership interest (on a
fully diluted basis) at or about the same level as prevailed prior to completion of that Previous
Placement in accordance with its pre-emption rights. 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.
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
months ended
March 31, 2024
and 2023 and the related MD&A for the three months ended
March
31, 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/August2024/06/c7706.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 17:02e 06-AUG-24