intersting PP.... they want to cancel the streaming deal....$35,000,000 Units
This short form prospectus (the Prospectus) qualifies the distribution (the Offering) of units (the Units) of Euromax Resources
Ltd. (Euromax or the Corporation) at a price of $ per Unit (the Offering Price). It is expected that the gross proceeds of the
Offering will be $35,000,000.
Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close
the subscription books at any time without notice. It is expected that the closing of the Offering will occur on or about
November 28, 2016 (the Closing Date), or on such later date as the Corporation and the Underwriters may agree upon, but in any
event not later than the date that is 90 days after the date on which the Corporation receives a final receipt for this Prospectus.
"The Corporation intends to use a portion of the net proceeds of the Offering to repay advances made by RGLD Gold
AG (Royal Gold) pursuant to a gold purchase and sale agreement entered into by and among the Corporation,
certain of its subsidiaries, Royal Gold and Royal Gold Inc. on October 20, 2014, as amended in March and
November 2015 (the GPSA). Pursuant to the terms of the GPSA, Euromax agreed to sell an equivalent of 25% of
future gold production from the Ilovica-Shtuka Project to Royal Gold to a maximum of 525,000 ounces and 12.5%
of gold produced thereafter. In consideration, Royal Gold agreed to pay US$175 million to the Corporation as an
advance payment on the purchase price of the Ilovica-Shtuka Project’s future gold production.
On March 2, 2015 Euromax entered into a first amendment to the GPSA with Royal Gold and closed the initial stage
of the transaction whereby Euromax received an initial tranche of US$7.5 million in two equal instalments of
US$3.75 million on March 2 and March 23, 2015.
On November 4, 2015, under the second amendment to the GPSA, the Corporation received part of the first
anniversary payment of US$3.75 million.
As of November 9, 2016, the total outstanding balance of the advance payments described above, and which
Euromax intends to repay in full to Royal Gold, is US$11.25 million (the Royal Gold Amount). Pursuant to an
agreement dated November 10, 2016, the Corporation has agreed to repay the Royal Gold Amount in full if the
proceeds of the Offering exceed US$15 million, and the Corporation and the other parties to the GPSA have agreed
that the GPSA shall be terminated upon such repayment."