Euromax Enters into Agreements to Extend Maturity Dates of Previously Issued Convertible Debentures
Euromax Enters into Agreements to Extend
Maturity Dates of Previously Issued
Convertible Debentures
TSX: EOX
www.euromaxresources.com
VANCOUVER, BC
,
Feb. 27, 2023
/CNW/ -
Euromax Resources Ltd.
(TSX: EOX): ("
Euromax
" or
the "
Company
"), announces that the Company has obtained agreements from each of the European
Bank for Reconstruction and Development ("
EBRD
") and CC Ilovitza Limited ("
CCC
"), an affiliate
of Consolidated Contractors Company Group, to extend the maturity date of EBRD's and CCC's
previously issued convertible debentures in the aggregate principal amounts of
USD$5,000,000
and
CAD$5,200,000
, respectively, from February 28, 2023, to February 28, 2024.
In completing the amendments to the Company's previously issued convertible debentures, the
Company is relying on the exemptions from the formal valuation and minority approval requirements
in Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
") contained in sections 5.5(e) and 5.7(1)(c) of MI 61-101, respectively.
The transactions described above remain subject to the final approval of the
Toronto Stock Exchange.
EBRD Convertible Loan Agreement
Prior to the extension of the maturity date of the convertible loan agreement with Euromax (the
"
Convertible Loan Agreement
"), EBRD owned 23,368,547 common shares of the Company and
was entitled to own and control an additional 98,877,475 common shares by converting amounts
owing to it under the Convertible Loan Agreement as at
February 28, 2023
(using a conversion price
of
C$0.15
per share and an exchange rate of
US$1
=
C$1.34
), for an aggregate beneficial
ownership of shares of 122,246,022 common shares, representing an aggregate ownership interest
of approximately 20.76% (on a post-conversion basis).
Following the extension of the maturity date and including the common shares of Euromax that it
currently owns, using the assumptions above and assuming conversion of the full amount owing to it
under the Convertible Loan Agreement on
February 28, 2024
, EBRD would be entitled to beneficially
own and control an aggregate of 129,167,445 common shares of the Company (an increase of
6,921,423 common shares compared to prior to the extension), representing an aggregate
ownership interest of approximately 21.68% (on a post-conversion basis) of the issued and
outstanding shares of the Company, and an increase of 0.92% compared to prior to the extension
(on a post-conversion basis).
EBRD agreed to extend the maturity of the Convertible Loan Agreement for investment purposes.
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 2073388981) or Anastasia Silaeva (telephone number +44
2073387745)
EBRD's address is:
Five Bank Street
London
E14 4BG
United Kingdom
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.
Euromax's address is:
700 West Georgia St, Suite 2200,
Vancouver
,
BC,
Canada
V7Y 1K8
Forward-Looking Information
This news release contains statements that are forward-looking, such as those relating to the final
approval of the Toronto Stock Exchange of the amendments to the Company's previously issued
convertible debentures and any additional number of shares which may be issuable
to the holders of such debentures in connection with the amendments. 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, the audited annual
financial statements for the financial years ended December 31, 2021 and 2020, the MD&A for the
year ended
December 31, 2021
, the interim financial statements for the three and nine months
ended
September 30, 2022
and 2021 and related MD&A, 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, 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 Toronto Stock Exchange nor its regulation
services provider accepts responsibility for the adequacy or accuracy of this news release.
SOURCE
Euromax Resources
View original content:
http://www.newswire.ca/en/releases/archive/February2023/27/c2159.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 17:00e 27-FEB-23