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