Euromax Announces Proposed Private Placement
TSXV: EOX
www.euromaxresources.com
The proposed placees of the Offering include two controlling shareholders, two directors of the Company, and other investors (the "Proposed Placees"). The controlling shareholders and the directors 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. Office, administration and communications costs – 18%
ii. Salaries – 25%
iii. Legal & administrative fees – 35%
iv. Project working capital – 9%
v. Tax, audit & accounting fees – 12%
Amounts representing 7% of the proceeds of the Offering will be used to fund normal salary payments to Non Arms' Length Parties. Amounts representing up to 3.8% of the proceeds of the Offering may be used to fund payments to persons conducting Investor Relations Activities within the meaning of the policies of the
As certain of 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.
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.
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About Euromax Resources Ltd.
Euromax has a major development project in
Forward-Looking Information
This news release contains statements that are forward-looking, such as those relating to the completion of the Offering, the acceptance of the TSXV, fulfilment of customary closing conditions, the proposed use of proceeds of the Offering, and statements related to the Company's reliance on MI 61-101. 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
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