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Euromax Resources Ltd (2)
Symbol EOX
Shares Issued 556,482,548
Close 2024-09-06 C$ 0.01
Market Cap C$ 5,564,825
Recent Sedar Documents

Euromax settles European Bank debt with units

2024-09-10 18:38 ET - News Release

Mr. Tim Morgan-Wynne reports

EUROMAX ANNOUNCES CLOSING OF ISSUANCE OF ADDITIONAL SECURITIES TO EBRD IN CONNECTION WITH PARTIAL REPAYMENT OF DEBT

Further to its news release dated Aug. 6, 2024, Euromax Resources Ltd. has now completed the issuance of 12,292,899 units of the company to the European Bank for Reconstruction and Development (EBRD) pursuant to the debt settlement agreement entered into between the company and EBRD on Aug. 5, 2024 (DSA). Each unit consists of one common share in the capital of the company and one common share purchase warrant and was issued at a deemed offering price of two cents per unit. Each warrant is exercisable for one common share for a period of five years from the date of issuance, at an exercise price of five cents. Pursuant to the DSA, the company agreed to issue the units in order to repay $245,857.98 to EBRD, representing a portion of the outstanding debt owing to the EBRD under the convertible debenture issued by the company to EBRD in principal amount of $5-million (U.S.), as amended.

The units issued pursuant to the transaction and any common shares issued in connection with the exercise of warrants, if any, will be subject to a hold period of four months and one day from the date of issuance, expiring on Jan. 10, 2024, in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

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 is relying on the exemptions from the formal valuation and minority approval requirements of Policy 5.9 of the TSX-V and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) in respect of related party transactions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

The company will file a material change report in respect of the private placement within the timeline prescribed by applicable securities laws. The company did not issue a material change report more than 21 days before the closing of the private placement because the transaction was under consideration by the TSX-V and closing was conditional on receipt of TSX-V approval.

Prior to completion of the transaction, EBRD owned 23,368,547 common shares (representing an ownership interest of approximately 4.2 per cent of the company's issued and outstanding 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 15 cents per common share and an exchange rate of $1 (U.S.) equals $1.38488 (Canadian)), for an aggregate beneficial ownership interest of 135,997,129 common shares, representing approximately 14.25 per cent of the company's outstanding common shares (on a postconversion basis).

Upon completion of the transaction, EBRD owns an aggregate of 35,661,446 common shares (representing an ownership interest of 6.4 per cent of the company's issued and outstanding common shares) and is entitled to beneficially own and control, in aggregate, 158,943,874 common shares for an aggregate beneficial ownership interest of 16.27 per cent (on a postconversion and exercise basis) of the issued and outstanding common shares of the company, 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, representing an increase in beneficial ownership of 2.01 per cent. 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.

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.

We seek Safe Harbor.

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