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
