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Euromax Resources Announces Private Placement of Convertible Promissory Note

VANCOUVER, July 11, 2022 /CNW/ – Euromax Resources Ltd. (TSX: EOX): (“Euromax“or the”Company“), is pleased to announce that the Company has agreed to issue a convertible, unsecured, non-interest bearing promissory note in the principal amount of US$1,000,000 (“convertible promissory note“) to one of its current shareholders, Galena Resource Equities Limited (“Galena“), an entity controlled and managed by Galena Asset Management SA, which is a subsidiary of Trafigura Pte Ltd. (the “Private placementA portion of the proceeds from the private placement will be used to provide the Company with short-term working capital. The convertible promissory note supersedes and replaces the existing promissory note issued to Galena in the amount of $500,000 date February 23, 2022 in its entirety and will incur an additional US$500,000 capital for the Company.

The convertible promissory note may be converted in whole or in part into fully paid, tax-free common stock (“Ordinary actions“) in the capital of the Company on the basis of one (1) Ordinary Share for each CA$0.0525 principal amount of the converted convertible promissory note, resulting in the issuance of up to 24,761,904 common shares upon conversion of the convertible promissory note in accordance with its terms. For conversion purposes, the conversion price will be converted into USD based on an exchange rate of $1.00 at CA$1.30.

The Company has received conditional approval from the Toronto Stock Exchange (“TSX“) of the Private Placement, subject to the satisfaction of certain conditions.

The Company is relying on the fair market value exemption provided in Section 5.7(a) of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“) to waive the requirement to obtain minority shareholder approval in connection with the private placement, and relies on the fair market value exemption provided in section 5.5 of NI 61-101 to waive the requirement to obtain a formal valuation as part of the Private Placement.

The private placement remains subject to final approval by the TSX.

About Euromax Resources Ltd.

Euromax has a major development project in North Macedonia and is focused on the construction and operation of the Ilovica-Shtuka copper project.

About Galena Resource Equities Limited

Galena Resource Equities Limited is controlled and managed by Galena Asset Management SA and its principal activity is to invest in equity and debt in small and medium-sized companies in the development or expansion stage in the natural resources and mining sector.

Upon closing of the private placement and assuming the conversion of the convertible promissory note, Galena is expected to exercise control and direction over approximately 216,372,856 common shares and 15,602,312 common share purchase warrants, representing approximately 57% of the shares. issued and outstanding ordinary shares (on one (on a diluted basis) and 59% (on a partially diluted basis).

Galena’s registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House,

church street south, George Town, Grand Cayman KYl-1104, Cayman Islands.

The securities of the Company are held by Galena for investment purposes and in the future it may discuss with management and/or the board of directors any of the transactions listed in clauses (a) to ( (k) item 5 of National Instrument 62-103 Form F1 – The Early Warning System and Related Issues Related to Takeover Bids and Insider Reporting and it may further purchase, hold, vote (if applicable), exchange, transfer or otherwise deal in the securities of the Company, in such manner as it deems appropriate to benefit from changes in the market prices of the securities of the Company, publicly disclosed changes in the Company’s operations, business strategy or outlook or a material transaction of the Company.

This press release is issued in part pursuant to National Instrument 62-103 Early Warning System and Related Matters Relating to Takeover Bids and Insider Reporting, which also requires that a report be filed with of the regulatory authorities of each of the jurisdictions in which the Company is a reporting issuer containing information on the aforementioned matters (the “Early warning reportA copy of the early warning report will appear along with the company’s filings on the System for Electronic Document Retrieval and Analysis (SEDAR) at www.sedar.com and can also be obtained from Stuart OlleyPartner at Gowling WLG (Canada) LLP +1 403 298 1814.

Forward-Looking Information and Caution

This press release contains forward-looking statements, such as those relating to final approval by the Toronto Stock Exchange. Forward-looking statements are frequently characterized 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 as of the dates on which they 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 Research statements This information is qualified in its entirety by the cautionary statements and disclosure of risk factors contained in the documents filed by the Company, including its Annual Information Form for the year ended December 31, 2021 and the financial statements and related MD&A for the fiscal years ended December 31, 2021. and 2020, and the three months ended March 31, 2022filed with the securities authorities of certain provinces of Canada and available on SEDAR. The forward-looking statements contained in this document speak as of the date of this document and are subject to change after such date. Readers are cautioned that the assumptions used in the preparation of this information, while believed to be reasonable at the time of preparation, may prove to be imprecise and, accordingly, undue reliance should not be placed on any 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, except as required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and there will be no sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“), and such securities may not be offered or sold in United States absent registration under the US Securities Act or an applicable exemption from registration requirements thereunder.


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