VANCOUVER, May 13, 2019
/CNW/ - Euromax Resources Ltd., (TSX: EOX):
(Euromax or the Company), is pleased to announce that
it has closed its previously announced non-brokered private
placement financing to one of its current major shareholders,
Galena Resource Equities Limited (Galena), an entity
controlled by Galena Asset Management S.A., which is an affiliate
of the Trafigura Pte. Ltd. (Trafigura), for gross proceeds
of CAD$9,188,040 (USD$6,900,000) (the Private Placement).
Pursuant to the Private Placement, the Company has issued
147,008,640 units (the Units), each Unit consisting of one
common share in the capital of the Company (each, a Common
Share) and one Common Share purchase warrant (each, a
Warrant), at an offering price of CAD$0.0625 per Unit to Galena. Each Warrant may
be exercised for the purchase of one Common Share at a price of
CAD$0.15 for a period of two years
following the closing of the Private Placement. The proceeds of the
Private Placement will be used for the development of the Company's
Ilovica-Shtuka Copper-Gold Project (Ilovica-Shtuka or the
Project) and for general corporate purposes.
Euromax is also pleased to announce that it has closed its
previously announced concurrent financing (the Concurrent
Offering and, together with the Private Placement, the
Transaction), on the same terms as the Private Placement, of
17,641,037 Units for gross proceeds of CAD$1,102,564.80 (USD$828,000). Martyn
Konig, a director and insider of the Company, today acquired
6,988,237 Units for aggregate gross proceeds to the Company of
USD$328,000.
As previously announced, in connection with the closing of the
Private Placement, the Company and Galena have amended their
existing ancillary rights agreement dated April 10, 2018, pursuant to which Galena has been
granted the right to nominate two additional directors of the
Company's board of directors (the Board) (for four directors
in total) for such time as it (collectively with its affiliates)
holds greater than 20% of the Company's issued and outstanding
Common Shares (calculated on a fully diluted basis). The Company
has also amended the off-take agreement entered into on
April 6, 2018 with Trafigura such
that Trafigura will have 100% ownership of the sale of copper
concentrate produced at Ilovica-Shtuka.
As a result of the closing of the Transaction, Galena will hold
176,008,640 Common Shares and 176,008,640 Warrants,
representing 53.11% of the issued and outstanding Common Shares on
a non-diluted basis and 69.38% on a partially diluted basis. An
early warning report will be filed with the applicable securities
regulators in connection with Galena's acquisition of Common
Shares, and a copy of such report will be available on SEDAR at
www.sedar.com.
As a condition to closing the Private Placement, the Company has
entered into agreements with each of the European Bank for
Reconstruction and Development (EBRD) and CC Ilovitza
Limited (CC) to, amongst other things: (i) extend the
maturity date of the Debentures to February
28, 2021, (ii) revise the conversion price in respect of the
principal, accrued interest, and applicable fees owing under the
Debentures to CAD$0.15 per Common
Share, (iii) reduce the interest rate owing under the Debentures
from 20% to 7% per annum (compounding annually) effective
March 31, 2019, and (iv) waive any
pre-emptive or participation rights EBRD and CC may have with
respect to the Private Placement.
Pursuant to Section 604(e) of the Toronto Stock Exchange
(TSX) Company Manual, the Company has been approved by the
TSX for an exemption from shareholder approval requirements, on the
basis of financial hardship. In connection therewith, and as
disclosed by the Company in its February 12,
2019 press release, the TSX has placed Euromax under
remedial delisting review, which is normal practice when a listed
issuer relies on the Section 604(e) financial hardship exemption.
The Company has 120 days from the date of notification to regain
compliance with the TSX's continued listing requirements.
The securities issued pursuant to the Transaction will be
subject to a four month hold period from the date of closing in
accordance with applicable Canadian securities laws.
About Euromax Resources Ltd.
Euromax is a minerals development company whose corporate
strategy is centered on the development of the Ilovica-Shtuka
Project, the company's core copper and gold development project
located in North Macedonia.
Euromax, through its local subsidiaries, has been involved in the
exploration and development of a number projects in south-eastern
Europe since January 2011.
About Galena Resource Equities Limited
Galena Resource Equities Limited is a wholly-owned subsidiary of
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.
About Galena Asset Management S.A.
Galena Asset Management S.A. (Galena Asset Management) is
the wholly-owned investment arm of the Trafigura Group, a world
leading commodity trading firm, and is authorized and regulated by
the Swiss Financial Market Supervisory Authority (FINMA). For more
than a decade Galena Asset Management has operated at the
intersection of financial and physical commodity markets, enabling
leading institutional investors to access investment opportunities
alongside the Trafigura Group through funds or managed accounts.
Galena Asset Management's portfolio management specialists have
built considerable experience in metals, minerals, oil, shipping
and infrastructure. Galena Asset Management acts independently, but
derives significant benefits from its relationship with Trafigura,
its principal anchor investor.
Galena Asset Management has unparalleled access to the
commercial and technical expertise of the Trafigura Group in the
non-ferrous and ferrous space. The investment professionals have
the ability to leverage Trafigura's global presence with 66 offices
in 38 countries and rely on the Trafigura Group's solid reputation.
The fund invests globally and usually intervenes actively in the
strategic direction of companies invested in. Trafigura is a
limited partner in the fund. Visit: www.galena-invest.com
Forward-Looking Information
This news release contains forward-looking information.
Forward-looking statements include, but are not limited to the use
of proceeds from the Transaction, the continued advancement of the
Company's general business plan and the development of
Ilovica-Shtuka, 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 necessary regulatory approvals, including the
final approval of the TSX, are not received, the possibility that
the Company has to allocate proceeds to other uses or reallocate
proceeds differently among the anticipated uses due to changes in
project parameters 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 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 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.
SOURCE Euromax Resources
