Euromax Resources Ltd., February 12, 2019 (TSX: EOX): (Euromax or the Company), is pleased to announce a non-brokered private placement 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 Trafigura Pte Ltd. (Trafigura), of 122,507,200 units (the Units), each 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$0.075 per Unit for gross proceeds of approximately CAD$9,188,040 (USD$6,900,000) based on a Canadian Dollar against United States Dollar exchange rate of 1.3316 (the Private Placement).
Each Warrant entitles the holder thereof to acquire one common share of the Company (each, a Warrant Share) at an exercise price of CAD$0.23 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.
Further, Euromax will also invite other existing major shareholders to participate in a concurrent financing (the Concurrent Offering and, together with the Private Placement, the Transaction), on the same terms as the Private Placement, of up to 55,039,467 Units at an offering price of CAD$0.075 per Unit (each Unit consisting of one Common Share and one Warrant) for gross proceeds of up to approximately CAD$4,127,960 (USD$3,100,000) based on a Canadian Dollar against United States Dollar exchange rate of 1.3316 so as to provide additional funding for the Company. No insiders of the Company are currently expected to participate in the Concurrent Offering other than Martyn Konig, a director of the Company. Martyn Konig has committed to participating in the Concurrent Offering in an amount up to USD$328,000 representing 5,823,531 Units.
It is anticipated that the Company will require additional financing in the first half of 2020 or will need to reduce expenditures.
In connection with the closing of the Private Placement, the Company and Galena will amend their existing ancillary rights agreement dated April 10, 2018 (the Ancillary Rights Agreement) to provide Galena with the right to nominate two additional directors of the Company’s board of directors (the Board) (for four directors in total) until such time as Galena (collectively with its affiliates) no longer holds greater than 20% of the Company’s issued and outstanding Common Shares (calculated on a fully diluted basis). If Galena (collectively with its affiliates) holds between 10% and 20% of the Company’s issued and outstanding Common Shares (calculated on a fully diluted basis), Galena can only nominate two directors to the Board. The Ancillary Rights Agreement provides that the Board shall consist of eight directors should Galena hold greater than 10% and less than 55% of the Company’s issued and outstanding Common Shares (calculated on a fully diluted basis). In the event that Galena (collectively with its affiliates) holds greater than 55% of the Company’s issued and outstanding Common Shares (calculated on a fully diluted basis), Galena will have the right to nominate an additional director to the Board (for five directors in total), increasing the total number of Board members to nine. The Company will also amend the offtake agreement executed on April 6, 2018 with Trafigura on closing of the Private Placement such that Trafigura will have 100% ownership of the sale of copper concentrate produced at Ilovica-Shtuka.
In addition, in connection with the Private Placement, Galena shall be provided with a right of first refusal to participate in any proposed equity-linked financing in an amount up to 60% of such financing subject only to participation rights held by the European Bank for Reconstruction and Development (EBRD) and CC Ilovitza Limited (CCC), an affiliate of Consolidated Contractors Company Group.
A condition to closing the Private Placement is that the Company obtain agreements from each of EBRD and CCC 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, 2019 to February 1, 2020 (collectively, the Debenture Amendments), and to waive any pre-emptive or participation rights EBRD and CCC may have with respect to the Private Placement.
The Company has come to agreements in principle with EBRD and CCC in respect of the Debenture Amendments and expects to enter into definitive documentation in a timely manner.
Closing of the Transaction, including implementation of the Debenture Amendments, is subject to the satisfaction of various conditions, including the waiver of certain rights held by existing shareholders, and the receipt of all necessary corporate and regulatory approvals, including the approval of the Toronto Stock Exchange (the TSX).
The Transaction triggers the requirement for approval from the holders of a majority of the currently issued and outstanding Common Shares, excluding the votes attached to the Common Shares held by Galena and EBRD, under Sections 607(g)(i), 607(g)(ii), 604(a)(i) and 604(a)(ii) of the TSX Company Manual, unless an exemption is applicable, as the Transaction will (i) result in the issuance of Common Shares that is greater than 25% of the number of Common Shares currently issued and outstanding, (ii) result in the issuance of Common Shares to insiders of the Company that is greater than 10% of the number of Common Shares currently issued and outstanding, (iii) provide for the issuance of securities that could materially affect the control of the Company as the Transaction would result in a new holding of more than 20% of the voting securities by one security holder, and (iv) provide for consideration to an insider that is greater than 10% of the current market capitalization of the Company.
The Company is in serious financial difficulty and will not be able to repay EBRD’s and CCC’s previously issued convertible debentures in the aggregate principal amounts of USD$5,000,000 and CAD$5,200,000 plus interest respectively, which mature at the end of February 2019. The Company, as a result of permitting delays for the Project over the last 24 months, has been unable to secure sufficient third party financing to repay these convertibles or to finance working capital and particularly in the current difficult market conditions. Given the situation, the Company has immediate capital needs and cannot fund its current obligations necessary in order to comply with the terms of the debentures held by EBRD and CCC and continue permitting work on the Project.
Pursuant to Section 604(e) of the TSX Company Manual, the Company has applied for an exemption from the shareholder approval requirements of the TSX described above, on the basis of financial hardship, given that the Company is in serious financial difficulty with limited alternatives and the immediacy of the Company’s need to address its financial obligations through the Transaction does not afford it sufficient time to hold a special shareholders’ meeting. If granted, the Company wishes to rely upon Section 604(e) to dispense with the requirement to obtain disinterested shareholder approval of the Transaction.
The Company expects that, as a consequence of its financial hardship application, the TSX will place Euromax under remedial delisting review, which is normal practice when a listed issuer seeks to rely on the Section 604(e) financial hardship exemption. No assurance can be provided as to the outcome of such review and therefore, continued qualification for listing on the TSX.
As each of Galena, EBRD and Martyn Konig are insiders of the Company, the Private Placement (as it relates to Galena), the Concurrent Offering (as it relates to Mr. Konig) and Debenture Amendments (as they relate to EBRD) constitute related party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Investments (MI 61-101). The Company is relying on the exemption from the formal valuation requirement in Section 5.5(g) of MI 61-101 and the exemption from the minority approval requirement in Section 5.7(1)(e) of MI 61-101 based on the Board, acting in good faith, having determined, and at least two-thirds of the Company’s independent directors, acting in good faith, having determined, that the Company is in serious financial difficulty with limited alternatives, that the Private Placement, Concurrent Offering and Debenture Amendments are designed to improve the Company’s financial position, that the terms of the Private Placement, Concurrent Offering and Debenture Amendments are reasonable in the Company’s circumstances, that the immediacy of the Company’s need for financing through the Private Placement, Concurrent Offering and Debenture Amendments does not afford it sufficient time to hold a shareholders’ meeting and that the Private Placement, Concurrent Offering and Debenture Amendments are fair to, and in the best interests of, the shareholders of the Company. The Company anticipates it will file a material change report less than 21 days before the closing of the Transaction. This shorter period is reasonable and necessary in the circumstances as the Company wants to complete the Private Placement, Concurrent Offering and Debenture Amendments as expeditiously as possible given the immediacy of the Company’s need for financing.
Closing of the Transaction and the implementation of the Debenture Amendments will occur on or after February 21, 2019, pursuant to the rules of the TSX.
The only entity or person who is expected (to the knowledge of the Company) to own or exercise control and direction over more than 10% of the issued and outstanding Common Shares upon completion of the Transaction, is Galena, which is currently expected to then exercise control and direction over approximately 51.35% of the outstanding Common Shares (on a non-diluted basis and assuming the Concurrent Offering is not completed in full except for Martyn Konig’s participation). The existing holdings of pre-Transaction Common Shares by current insiders, and their expected post-Transaction holdings (assuming, for illustrative purposes, that the Transaction occurs on February 21, 2019), are set forth below:
|Investor||Number (%) of Common Shares and Warrants Held Before the Transaction||Number of Common Shares and Warrants Held After the Transaction||% of the Common Shares Owned by Investors After the Transaction on a Partially-Diluted Basis|
|Galena Resource Equities Limited / Trafigura Pte Ltd.||29,000,000 Common Shares (17.39%) and 29,000,000 existing warrants||151,507,200 Common Shares and 151,507,200 Warrants||
|Richard Griffiths/Blake Holdings Limited4||23,562,799 Common Shares (14.13%) and 1,500,000 existing warrants||23,562,799 Common Shares and 1,500,000 Warrants||
|Martyn Konig||3,115,739 Common Shares (1.87%) and 206,713 existing warrants||8,939,269 Common Shares and 6,030,244 Warrants||
|EBRD||23,368,547 Common Shares (14.01%) and 5,915,000 existing warrants||23,368,547 Common Shares and 5,915,000 Warrants||
Euromax currently has 166,742,080 issued and outstanding Common Shares. A maximum of 355,093,334 Common Shares are issuable pursuant to the Transaction (assuming the Concurrent Offering is completed in full and full exercise of the Warrants) representing 212.96% of the Company’s currently issued and outstanding Common Shares. Pursuant to the Private Placement, a maximum of 245,014,400 Common Shares (representing 146.94% of the Company’s outstanding Common Shares on a Pre-Transaction, non-diluted basis) would be issuable to Galena, an insider of the Company, assuming that Galena fully exercises its Warrants. Pursuant to the Concurrent Offering, a maximum of 11,647,062 Common Shares (representing 6.99% of the Company’s outstanding Common Shares on a pre-Transaction, non-diluted basis) would be issuable to Mr. Konig, an insider of the Company, assuming that Mr. Konig fully exercises his Warrants. Following completion of the Transaction, Euromax will have 344,288,747 issued and outstanding Common Shares (on a non-diluted basis), assuming that the Concurrent Offering is completed in full.
 Calculated on a non-diluted basis.
 Assumes that none of the other investors convert their respective Warrants.
 Assumes that the Concurrent Offering is not completed, except for Martyn Konig’s participation.
 Richard Griffiths and EBRD are not currently expected to participate in the Concurrent Offering.
Following completion of the Private Placement (assuming that no Units are issued pursuant to the Concurrent Offering) and assuming the full exercise of the Warrants and existing warrants held by Galena, Galena will hold 303,014,400 Common Shares, representing approximately 64.50% of the issued and outstanding Common Shares. Immediately prior to the completion of the Private Placement, the total number of securities issuable to Galena would represent, on a non-diluted basis, approximately 17.39% of the 166,742,080 Common Shares currently issued and outstanding. If the Concurrent Offering is completed in full, Galena will hold, on a non-diluted basis, approximately 44.01% of the 344,288,747 Common Shares issued and outstanding and, assuming full exercise of the Warrants and existing warrants held by Galena, approximately 53.70% of the 564,073,945 Common Shares issued and outstanding (on a fully-diluted basis).
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 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