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Early Warning Report Filed Pursuant to National Instrument 62-103

Acquisition of Securities of Euromax Resources Ltd.

EINDHOVEN, Netherlands, Jan. 25, 2023 (GLOBE NEWSWIRE) -- This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues (“NI 62-103”) in connection with the acquisition of securities of Euromax Resources Ltd. (the “Company”) by NDX B.V. (the “Acquiror”).

On January 24, 2023, the Company announced that the Acquiror purchased 101,250,000 units (“Units”) of the Company at US$0.04 per Unit for an aggregate purchase price of US$3,000,000.00 pursuant to a non-brokered private placement (the “Acquisition”). Each Unit consists of: (a) one (1) common share of the Company (each, a Common Share), (b) one half (0.5) common share purchase warrant (each, an A Warrant), and (c) one half (0.5) common share purchase warrant (each, a B Warrant, and together with an A Warrant, the Warrants). The Warrants are subject to adjustment upon certain customary events.

Each A Warrant is exercisable for one Common Share (each, an A Warrant Share) at an exercise price of C$0.075 for a period of two (2) years from the date of issuance, subject to the receipt of the successful merger of the Ilovica 6 and Ilovica 11 exploitation concessions, and approval of the Environmental Impact Assessment on the merged exploitation concessions. Each B Warrant is exercisable for one Common Share (each, a B Warrant Share, and together with an A Warrant Share, the Warrant Shares) at an exercise price of C$0.125 for a period of two (2) years from the date of issuance, subject to the receipt of the approval of the exploitation permit on the merged exploitation concession for the Ilovica-Shtuka project. The Warrants, if exercised in full by the Acquiror, would represent additional gross proceeds to the Company of approximately C$10,125,000.

Immediately prior to the Acquisition, the Acquiror owned no securities of the Company. Immediately following the Acquisition, the Acquiror owns 101,250,000 Common Shares representing approximately 22.3% of the issued and outstanding shares of the Company on a non-diluted basis, and 101,250,000 Warrants, representing approximately 25.4% of the issued and outstanding shares of the Company on a fully diluted basis.

The Acquiror acquired the Units pursuant to the terms of a subscription agreement on a private placement basis. The Acquiror’s current intention is to hold the Units for investment purposes only and not with a view to materially effecting control of the Company. Depending upon market conditions and other factors, and subject to compliance with applicable law, the Acquiror may, from time to time, acquire or dispose of additional shares of the Issuer, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of the Issuer.

For the purposes of NI 62-103, the address of the Acquiror is Flight Forum 880, 5657 Eindhoven, the Netherlands.

A copy of the Early Warning Report filed under applicable securities laws is available under the Company’s profile on SEDAR (www.sedar.com).