Euromax Resources Ltd.
TSX VENTURE : EOX

Euromax Resources Ltd.

May 20, 2016 14:19 ET

Euromax Announces Completion of Convertible Debt Financings With EBRD and CCC for Aggregate Gross Proceeds of Approximately USD$10,000,000

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 20, 2016) - Euromax Resources Ltd. (TSX VENTURE:EOX) ("Euromax" or the "Company"), is pleased to announce that, further to its announcement on April 29, 2016, the Company has today satisfied the required disbursement conditions under a convertible loan agreement (the "Convertible Loan Agreement") with the European Bank for Reconstruction and Development (the "EBRD"), and the gross loan proceeds of USD$5,000,000 (the "Loan Disbursement") have been disbursed by the EBRD and are expected to be received by the Company next week.

In addition, the Company is also pleased to confirm that it has today completed its previously announced private placement of convertible debentures (the "Convertible Debentures") pursuant to a convertible debenture subscription and investor rights agreement dated April 29, 2016 (the "Subscription Agreement"). The Convertible Debentures were issued to an affiliate of Consolidated Contractors Company Group ("CCC Group").

The Convertible Loan, the Convertible Debentures and any securities converted into thereunder are subject to the customary four month hold period for a private placement.

The Loan Disbursement and the proceeds from the Convertible Debentures will be used to fund the on-going pre-development work, including feasibility, capex, optimisation and the preparation of the front-end engineering design for the Ilovica project in the FYR Macedonia.

Immediately prior to the completion of the Loan Disbursement, the EBRD had ownership and control over a total of 23,368,547 common shares of the Company, representing 19.99% of the issued and outstanding common shares. Assuming a conversion by the EBRD of all of the amounts owing or potentially owing under the Convertible Loan Agreement, a conversion price for all amounts under the Convertible Loan Agreement of C$0.40 per share, using a Bank of Canada noon rate on 19 May 2016, the EBRD would acquire ownership and control over a total of 23,302,395 common shares of Euromax, representing 16.63% of the issued and outstanding common shares. Immediately following such a conversion, together with the common shares already owned by EBRD and assuming conversion of the warrants of the Company held by the EBRD, the EBRD would have ownership and control over 52,585,942 common shares of Euromax, representing 36.00% of the issued and outstanding common shares.

The EBRD, One Exchange Square, London, EC2A 2JN. United Kingdom, entered into the Convertible Loan Agreement for investment purposes. Depending on market conditions and other factors, the EBRD may from time to time acquire and/or dispose of securities of Euromax or continue to hold its current position. A copy of the early warning report required to be filed with the applicable securities commissions in connection with this transaction will be available on SEDAR at www.sedar.com and can be obtained by contacting Ulmas Musaliev at +44 207 338 7224.

For further information regarding the foregoing transactions, please see the material change report of the Company dated May 9, 2016, prepared and filed pursuant to Canadian securities laws under the Company's SEDAR profile at www.sedar.com. Copies of the Convertible Loan Agreement and the Subscription Agreement are also available under the Company's SEDAR profile at www.sedar.com.

About Euromax Resources Ltd.

Euromax has a major development project in Macedonia and an exploration services company in Bulgaria. We are focused on building and operating the Ilovitza copper/gold project in Macedonia, as well profitably deploying the wealth of exploration experience within our Bulgarian Exploration Services subsidiary.

Forward-Looking Information

This news release contains forward-looking statements including but not limited to statements regarding the expected use of proceeds of the Loan Disbursement and the Convertible Debentures. In certain cases, forward-looking information may be identified by such terms as "proposed", "expects", "may", "shall", "will", or "would'. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that are based on information currently available to the Company as well as the Company's current beliefs and assumptions made by the Company including, with respect to mineral resource estimates, that the key assumptions and parameters on which such geological interpretations are based are reasonable, that the Company will be able to obtain the necessary supplies, equipment, personnel and any financing required to carry out its planned activities, that the Company's objectives concerning the Ilovica project can be achieved and that the Company's activities will proceed as expected.

Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, that that mineral resources are not as estimated, unexpected variations in mineral resources, grade or recovery rates, actual results of exploration activities will be different than anticipated, data and assumptions underlying the geological interpretations may prove to be inaccurate, incomplete or to have been incorrectly interpreted, that the Company will not be able to obtain the necessary supplies, equipment, personnel and any additional financing required to carry out its planned activities. Readers are also encouraged to review all Company documents filed with the securities authorities in Canada, including the Management Discussion and Analysis in respect of the Company's recent financial statements under the heading "Operational and Other Business Risks", which documents describe material factors and assumptions and risks that apply to the forward looking statements in this release. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly 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 law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.

For more information, please visit www.euromaxresources.com.

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