Euromax Announces Partial Repayment of Debt Owed to EBRD and Subscription by EBRD for Additional Shares
Euromax Announces Partial Repayment of
Debt Owed to EBRD and Subscription by
EBRD for Additional Shares
TSXV: EOX
www.euromaxresources.com
VANCOUVER, BC
,
Jan. 14, 2025
/CNW/ -
Euromax Resources Ltd.
(TSXV: EOX): ("
Euromax
" or
the "
Company
") is pleased to announce that it has entered into a debt settlement agreement dated
January 14, 2025
(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$355,484.65
representing a portion of the interest owed to
EBRD under the Debenture (the "
Debt
Repayment Amount
").
In connection with the Debt Repayment Amount, Euromax will be issuing to EBRD 23,698,977
common shares in the capital of the Company (the "
Common Shares
"), at a deemed offering price
of
C$0.015
per Common Share (collectively, the "
Transaction
").
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 Common Shares 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 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 would be 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
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 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.
View original content:
http://www.newswire.ca/en/releases/archive/January2025/14/c7913.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 17:03e 14-JAN-25