TSXV: EOX
VANCOUVER, BC, April 25,
2024 /CNW/ - Euromax Resources Ltd. (TSXV:
EOX): ("Euromax" or the "Company"), announces today
that the Ontario Securities Commission (the "OSC") has
granted a partial revocation revocation dated April 25, 2024 (the "Partial
Revocation") of a cease trade order (the "CTO")
previously issued by the OSC on April
8, 2024. The Partial Revocation permits the Company to
complete a private placement transaction for the purpose of
finalizing the audit of its annual financial statements and
completing the annual filing, as well as payment of certain
outstanding fees and other general and administrative expenses.
The Partial Revocation was pursued in order to permit Euromax to
issue and sell up to 61,464,496 units (the "Units"), each
Unit consisting of one common share in the capital of the
Corporation (each, a "Common Share") and one Common Share
purchase warrant (each, a "Warrant"), at an offering price
of C$0.02 (equal to US$0.01485) per Unit for aggregate gross proceeds
of approximately C$1.2 million (equal
to US$912,681), as determined using
the foreign exchange rate as at February 8,
2024, pursuant to a non-brokered private placement (the
"Offering"). Each Warrant will entitle the holder to acquire
one Common Share at an exercise price of C$0.05 per Common Share for a period of five
years following the closing of the Offering.
The proposed placees of the Offering include two controlling
shareholders and two directors of the Company (the Proposed
Placees). All Proposed Placees 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:
i. Salaries –
30%
ii. Legal &
administrative fees – 17%
iii. Tax, audit &
accounting fees – 14%
iv. Office, administration
and communications costs – 25%
v. Project working
capital – 14%
Other than salaries, no proceeds of the Offering will be used to
fund payments to non arms' length parties or to persons conducting
Investor Relations Activities within the meaning of the policies of
the TSX Venture Exchange (the "TSXV").
As 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 TSXV and Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") contained in sections 5.5(b)
and 5.7(1)(a) of MI 61-101, respectively.
Prior to completion of the Offering, each Proposed Placee
will receive a copy of the CTO and the Partial Revocation, and will
be required to provide an acknowledgement to the Company that all
of the Company's securities, including the Units and underlying
securities issued in connection with the Offering, will remain
subject to the CTO until such order is fully revoked, and that the
granting of the Partial Revocation by the OSC does not guarantee
the full revocation of the CTO in the future. The Partial
Revocation will terminate on the earlier of: (i) the closing of the
Offering, and (ii) 60 days from the date on which the Partial
Revocation was issued.
Closing of the Offering is subject to acceptance by the TSXV 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
TSXV. 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.
All of the Company's securities will remain subject to the CTO
until such order is fully revoked. The granting of the Partial
Revocation order by the OSC does not guarantee the issuance of a
full revocation order in the future.
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 statements that are forward-looking,
such as those relating to the completion of the Offering, the
revocation of the CTO, the acceptance of the TSXV, and the proposed
use of proceeds of the Offering. 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, 2022 and
financial statements and related MD&A for the financial years
ended December 31, 2022 and 2021, and
the unaudited condensed consolidated interim financial statements
for the three and nine months ended September 30, 2023 and 2022 along with the
accompanying MD&A, filed with the securities regulatory
authorities in certain provinces of Canada and available on SEDAR+ at
sedarplus.ca. 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.
Neither the TSX Venture Exchange nor its regulation services
provider accepts responsibility for the adequacy or accuracy of
this news release.
SOURCE Euromax Resources Ltd.
