Euromax Announces Closing of Issuance of Additional Securities to EBRD in Connection with Partial Repayment of Debt

TSXV: EOX
www.euromaxresources.com

VANCOUVER, Sept. 10, 2024 - Euromax Resources Ltd. (TSXV: EOX): ("Euromax" or the "Company"), announces today that further to its news release dated August 6, 2024, it has now completed the issuance of 12,292,899 units of the Company (the "Units") to the European Bank for Reconstruction and Development ("EBRD") pursuant to the debt settlement agreement entered into between the Company and EBRD on August 5, 2024 (the "DSA"). Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"), and was issued at a deemed offering price of C$0.02 per Unit (collectively, the "Transaction"). Each Warrant is exercisable for one Common Share for a period of five years from the date of issuance, at an exercise price of C$0.05. Pursuant to the DSA, the Company agreed to issue the Units in order to repay C$245,857.98 to EBRD, representing a portion of the outstanding debt owing to the EBRD under the convertible debenture issued by the Company to EBRD in principal amount of USD$5 million, as amended (the "Debenture").

The Units issued pursuant to the Transaction, and any Common Shares issued in connection with the exercise of Warrants, if any, will be subject to a hold period of four months and one day from the date of issuance, expiring on January 10, 2024, in accordance with the policies of the TSX Venture Exchange (the "TSXV") and applicable securities laws.

The Transaction is not expected to materially affect control of the Company. As EBRD is a related party of Euromax, in completing the Transaction, 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") in respect of related party transactions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

The Company will file a material change report in respect of the Private Placement within the timeline prescribed by applicable securities laws. The Company did not issue a material change report more than 21 days before the closing of the Private Placement because the transaction was under consideration by the TSXV and closing was conditional on receipt of TSXV approval.

Prior to completion of the Transaction, EBRD owned 23,368,547 Common Shares (representing an ownership interest of approximately 4.2% of the Company's issued and outstanding Common Shares) and was beneficially entitled to own and control an additional 112,628,582 Common Shares by converting all amounts owing to it under the Debenture as at 31 July 2024 (assuming a conversion price of C$0.15 per Common Share and an exchange rate of US$1 = C$1.38488), for an aggregate beneficial ownership interest of 135,997,129 Common Shares, representing approximately 14.25% of the Company's outstanding Common Shares (on a post-conversion basis).

Upon completion of the Transaction, EBRD owns an aggregate of 35,661,446 Common Shares, (representing an ownership interest of 6.4% of the Company's issued and outstanding Common Shares) and is entitled to beneficially own and control, in aggregate 158,943,874 Common Shares for an aggregate beneficial ownership interest of 16.27% (on a post-conversion and exercise basis) of the issued and outstanding Common Shares of the Company, including the Common Shares of the Company that it currently owns and assuming the exercise of all of the Warrants granted to it pursuant to the Transaction, representing an increase in beneficial ownership of 2.01%. 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 20 7338 8981) or David Ryba (telephone number: +44 20 7338 6203). EBRD's address is 5 Bank Street, London, United Kingdom, E14 4BG.

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 filing of a material change report in connection with the Transaction. 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, 2023 and financial statements and related MD&A for the financial years ended December 31, 2023 and 2022, as well as the financial statements for the three and six months ended June 30, 2024 and 2023 and the related MD&A for the three and six months ended June 30, 2024, 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. 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 TSX Venture Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Euromax Resources Ltd.