Mr. Tim Morgan-Wynne reports
EUROMAX ANNOUNCES PROPOSED PRIVATE PLACEMENT
Euromax Resources Ltd. intends to issue and sell up to 118,494,884 common shares of the company, at a price of 1.5 cents per common share, for proceeds of up to $1,777,423, pursuant to a non-brokered private placement.
The proposed placees of the offering include two controlling shareholders, two directors of the company, and other investors. The controlling shareholders and the directors are insiders of the company. The offering is not expected to materially affect control of the company.
The proposed use of the gross proceeds from the issuance of the units is expected to be as follows:
- Office, administration and communications costs -- 18 per cent;
- Salaries -- 25 per cent;
- Legal and administrative fees -- 35 per cent;
- Project working capital -- 9 per cent;
- Tax, audit and accounting fees -- 12 per cent.
Amounts representing 7 per cent of the proceeds of the offering will be used to finance normal salary payments to non-arm's-length parties. Amounts representing up to 3.8 per cent of the proceeds of the offering may be used to finance payments to persons conducting investor relations activities within the meaning of the policies of the TSX Venture Exchange.
As certain of the proposed placees are related parties of Euromax, in completing the offering, the company is relying on the exemptions from the formal valuation and minority approval requirements of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.
Closing of the offering is subject to acceptance by the TSX-V of the terms of the offering and other customary closing conditions. In addition to any applicable resale restrictions under Canadian securities laws, all securities issued under the offering will be subject to a four-month resale restriction imposed by the TSX-V. There can be no assurances that the offering will be completed on the terms set out herein or at all, or that the proceeds of the offering will be sufficient for the use of proceeds as set out above.
About Euromax Resources Ltd.
Euromax has a major development project in northern Macedonia, and is focused on building and operating the Ilovica-Shtuka gold-copper project.
We seek Safe Harbor.
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