Euromax arranges $3.96-million private placement

Executive Summary

• Euromax Resources Ltd. announced a proposed non-brokered private placement to issue up to 122,096,357 common shares.
• The shares are priced at 3.25 cents per share, targeting gross proceeds of up to $3,968,132.
• The offering involves related parties, triggering reliance on specific exemptions from valuation and minority approval requirements under TSX-V policies.

Key Details

• Security Type: Common shares of Euromax Resources Ltd.
• Quantity: Up to 122,096,357 common shares.
• Price: 3.25 cents CAD (2.299 U.S. cents) per share.
• Gross Proceeds: Up to $3,968,132 CAD ($2,807,508 USD).
• Placement Structure: Non-brokered private placement.
• Placees: Expected to include one or more insiders of the company and other investors.
• Control Impact: The offering is not expected to materially affect control of the company.
• Use of Proceeds:
  • Salaries: 31%
  • Tax, audit and accounting fees: 15%
  • Office, administration and communications costs: 20%
  • Legal and administrative fees: 18%
  • Project working capital: 9%
  • Finance costs: 7%
• Related Party Transactions:
  • 6% of proceeds will finance normal salary payments to non-arms'-length parties.
  • Up to 5% of proceeds may be used for investor relations activities as defined by TSX Venture Exchange policies.
• Regulatory Exemptions: The company intends to rely on exemptions from formal valuation (MI 61-101, section 5.5(b)) and minority approval requirements (MI 61-101, section 5.7(1)(a)) due to the involvement of related parties under Policy 5.9 of the TSX-V.
• Closing Conditions: Subject to acceptance by the TSX-V of the terms of the offering and other customary closing conditions.
• Resale Restrictions: All securities issued are subject to a four-month resale restriction imposed by the TSX-V, in addition to any applicable restrictions under Canadian securities laws.
• Risk Factors: No assurances that the offering will be completed on the stated terms, at all, or that proceeds will be sufficient for the proposed use.