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VANCOUVER, BC, Sept. 22, 2021 /CNW/
- Euromax Resources Ltd. (TSX:
EOX): (Euromax or the Company) is pleased to announce
that it intends to complete a non-brokered private placement of up
to approximately 21 million units (the Units) of the Company
at a price of CAD$0.057 per Unit (the
Private Placement). The Company is anticipating
aggregate gross proceeds of approximately CAD$1.2 million.
Each Unit will consist of one common share of the Company (each,
a Common Share) and one common share purchase warrant (each,
a Warrant), with each Warrant exercisable for one Common
Share (each, a Warrant Share) at an exercise price of
CAD$0.0761 for a period of three (3)
years from the date of issuance, subject to adjustment upon certain
customary events. The Warrants, if exercised in full by the
holders thereof, would represent additional gross proceeds to the
Company of approximately CAD$1.6
million.
The Company's largest shareholder, Galena Resource Equities
Limited (Galena), an entity controlled by Galena Asset
Management S.A., which is an affiliate of Trafigura Pte Ltd.
(Trafigura), has indicated that it will subscribe to the
Private Placement based on the maximum allowable under Section 602
of the TSX Company Manual for up to 15,602,312 Units. Other
large shareholders of the Company have also indicated that they
will subscribe to the Private Placement for an aggregate of
4,380,202 Units. Two directors of the Company (the
Participating Directors) are currently expected to subscribe
for an aggregate of approximately 1 million Units in the Private
Placement.
The proceeds of the Private Placement will be used for general
corporate expenses and working capital purposes.
The Company is pleased that major institutional investors, led
by Galena and its parent, Trafigura, have demonstrated their
continued support for the Ilovica-Shtuka Project. It is
anticipated that the Company will require additional financing in
the first quarter of 2022 which the Company believes will receive
the support of Galena and Trafigura.
Closing of the Private Placement is subject to the satisfaction
of customary conditions for a transaction of this nature, including
the waiver of certain rights held by existing shareholders, and the
receipt of all necessary corporate and regulatory approvals,
including the approval of the Toronto Stock Exchange (the
TSX).
As Galena and the Participating Directors are insiders of the
Company, the Private Placement (insofar as it involves such
persons) constitutes a related party transaction of Euromax under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Investments (MI 61-101). The
Company is relying on the exemption from the formal valuation
requirement in Section 5.5(a) of MI 61-101 and the exemption from
the minority approval requirement in Section 5.7(1)(a) of MI
61-101, as neither the fair market value of the subject matter of,
nor the fair market value of the consideration for, the
transaction, insofar as it involves interested parties, exceeds 25%
of the Company's market capitalization. The Company
anticipates it will file a material change report less than 21 days
before the closing of the Private Placement. This shorter
period is reasonable and necessary in the circumstances as the
Company wants to complete the Private Placement as expeditiously as
possible given the immediacy of the Company's need for
financing.
Closing of the Private Placement is expected to occur on or
about October 1, 2021.
Upon completion of the Private Placement, Galena is currently
expected to exercise control and direction over approximately
191,610,952 Common Shares and 15,602,312 Warrants,
representing approximately 54.3% of the issued and outstanding
Common Shares (on a non-diluted basis) and 56.2% (on a partially
diluted basis).
The acquisition of the securities of the Company by Galena is
for investment purposes. Galena may from time to time acquire
additional securities of the Company, dispose of some or all of the
existing or additional securities it holds or will hold, or may
continue to hold its current position.
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 Common Shares, the Warrants and the Warrant Shares will be
subject to a four month hold period from the date of issuance of
the Units.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in the United States nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the 1933 Act), or any
state securities laws and may not be offered or sold in
the United States unless
registered under the 1933 Act and any applicable securities laws of
any state of the United States or
an applicable exemption from the registration requirements is
available.
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) and may also be obtained from Stuart
Olley, Partner at Gowling WLG (Canada) LLP +1 403 298 1814.
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.
Forward-Looking Information
This news release contains forward-looking information.
Forward-looking statements include, but are not limited to the
completion of the Private Placement, the anticipated subscription
amounts of Galena, other large shareholders of the Company and the
Participating Directors under the Private Placements, the use of
proceeds from the Private Placement, the future
anticipated financing needs of the Company (including any
participation of shareholders in such financings), the expected
holdings of Galena upon completion of the Private Placement, the
continued advancement of the Company's general business plan and
the development of the Ilovica-Shtuka Project, and the receipt of
all necessary government approvals and consents. When used in this
press release, the words "will", "shall", "anticipate", "believe",
"estimate", "expect", "intent", "may", "project", "plan", "should"
and similar expressions may identify forward-looking statements.
Although Euromax believes that their expectations reflected in
these forward looking statements are reasonable, such statements
involve risks and uncertainties and no assurance can be given that
actual results will be consistent with these forward-looking
statements. Important factors that could cause actual results to
differ from these forward-looking statements include, but are not
limited to, the possibility that the Private Placement will not be
completed as contemplated, or at all, because the necessary
regulatory approvals, including the final approval of the TSX, are
not received or other conditions to completion of the Private
Placement, including that the Company obtain
waivers of certain rights held by existing shareholders, are not
satisfied, the possibility that the Company has to allocate
proceeds to other uses or reallocate proceeds differently among the
anticipated uses due to changes in the parameters of the
Ilovica-Shtuka Project or other unforeseen circumstances associated
generally with the unpredictability of mining operations, the
ability to implement corporate strategies, the ability to obtain
financing as and when required and on reasonable terms, the risk
that the development of the Ilovica-Shtuka Project may not proceed
as anticipated, including the inability to obtain necessary
government approvals for its activities in a timely manner,
political or economic instability in the jurisdiction in which the
Ilovica-Shtuka Project is located, changes in national and local
government legislation, regulation, and taxation, and other risks
disclosed in our filings made with Canadian securities regulators
available on SEDAR at www.sedar.com. This list is not
exhaustive of the factors that may affect any of Euromax's
forward-looking statements. Investors are cautioned not to put
undue reliance on forward-looking statements. Forward-looking
statements contained herein are made as of the date of this news
release and Euromax disclaims any obligation to update any
forward-looking statements, whether as a result of new information,
future events or results or otherwise, except as required by
applicable securities laws.
For further information regarding Galena or to obtain a copy of
the early warning report filed in connection with this transaction
please contact: Stuart Olley,
Partner at Gowling WLG (Canada)
LLP +1 403 298 1814.
SOURCE Euromax Resources