Euromax Announces Private Placement of Convertible Promissory Note
Euromax Announces Private Placement of
Convertible Promissory Note
VANCOUVER
,
July 11, 2022
/CNW/ - Euromax
Resources Ltd.
(TSX: EOX): ("
Euromax
" or the
"
Company
"), is pleased to announce that the Company has agreed to issue a non-interest bearing,
unsecured, convertible promissory note in the principal amount of
USD$1,000,000
("
Convertible
Promissory Note
") to one of its current shareholders, Galena Resource Equities Limited
("
Galena
"), an entity controlled and managed by Galena Asset Management S.A., which is an
affiliate of Trafigura Pte Ltd. (the "
Private Placement
"). A portion of the proceeds from the Private
Placement will be used to provide the Company with short term working capital. The Convertible
Promissory Note supersedes and replaces the existing Promissory Note issued to Galena in amount
of
US$500,000
dated
February 23, 2022
in its entirety and will result in an additional
USD$500,000
of capital for the Company.
The Convertible Promissory Note may be converted in whole or in part into fully paid and non-
assessable common shares ("
Common Shares
") in the capital of the Company on the basis of one
(1) Common Share for each
Cdn$0.0525
of principal amount of the Convertible Promissory Note
converted, resulting in the issuance of up to 24,761,904 Common Shares upon the conversion of the
Convertible Promissory Note in accordance with its terms. For the purposes of conversion, the
conversion price will be converted to USD based on an exchange rate of
USD$1.00
to
Cdn$1.30
.
The Company has obtained conditional approval of the Toronto Stock Exchange ("
TSX
") of the
Private Placement, subject to the satisfaction of certain conditions.
The Company is relying on the fair market value exemption found at Section 5.7(a) of the Multilateral
Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("
MI 61-
101
") to forego the requirement to obtain minority shareholder approval in connection with the
Private Placement, and is relying on the fair market value exemption found at Section 5.5 of MI 61-
101 to forego the requirement to obtain a formal valuation in connection with the Private Placement.
The Private Placement remains subject to the final approval of the TSX.
About Euromax Resources Ltd.
Euromax has a major development project in
North Macedonia
and is focused on building
and operating the Ilovica-Shtuka copper project.
About Galena Resource Equities Limited
Galena Resource Equities Limited is controlled and managed by 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.
Upon completion of the Private Placement and assuming conversion of the Convertible Promissory
Note, Galena is expected to exercise control and direction over approximately 216,372,856 Common
Shares and 15,602,312 common share purchase warrants, representing approximately 57% of the
issued and outstanding Common Shares (on a non-diluted basis) and 59% (on a partially diluted
basis).
Galena's head office is located at Maples Corporate Services Limited, PO Box 309, Ugland House,
South Church Street,
George Town, Grand Cayman
KYl-1104,
Cayman Islands
.
The securities of the Company are held by Galena for investment purposes and in the future, it may
discuss with management and/or the board of directors any of the transactions listed in clauses (a)
to (k) of item 5 of Form F1 of National Instrument 62-103 –
The Early Warning System and Related
Take-over Bid and Insider Reporting Issues
and it may further purchase, hold, vote (if applicable),
trade, dispose or otherwise deal in the securities of the Company, in such manner as it deems
advisable to benefit from changes in market prices of the Company's securities, publicly disclosed
changes in the operations of the Company, its business strategy or prospects or from a material
transaction of the Company.
This press release is issued in part pursuant to National Instrument 62-103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be
filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer
containing information with respect to the foregoing matters (the "
Early Warning Report
"). A copy
of the Early Warning Report will appear with the Company's filings on the System for Electronic
Document Analysis and Retrieval (SEDAR) at
www.sedar.com
and may also be obtained from
Stuart Olley
, Partner at Gowling WLG (
Canada
) LLP +1 403 298 1814.
Forward-Looking Information and Cautionary Language
This news release contains statements that are forward-looking, such as those relating to the final
approval of the Toronto Stock Exchange. 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, 2021
and financial statements and related MD&A for the financial years ended December
31, 2021 and 2020, and the three months ended
March 31, 2022
, filed with the securities regulatory
authorities in certain provinces of
Canada
and available on SEDAR. 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, except as otherwise required by applicable law.
This news release shall not constitute an offer to sell or a solicitation of any offer to buy any
securities, nor shall there be any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities referenced herein have not been, nor will they
be, registered under the United States Securities Act of 1933, as amended (the "
U.S. Securities
Act
"), and such securities may not be offered or sold within
the United States
absent registration
under the U.S. Securities Act or an applicable exemption from the registration requirements
thereunder.
SOURCE
Euromax Resources
View original content:
http://www.newswire.ca/en/releases/archive/July2022/11/c3625.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
CNW 16:05e 11-JUL-22