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Euromax Resources Ltd (2)
Symbol EOX
Shares Issued 876,812,848
Close 2026-02-26 C$ 0.045
Market Cap C$ 39,456,578
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Euromax settles debt with EBRD shares

2026-02-26 17:50 ET - News Release

Mr. Tim Morgan-Wynne reports

EUROMAX ANNOUNCES PARTIAL REPAYMENT OF DEBT OWED TO EBRD AND SUBSCRIPTION BY EBRD FOR ADDITIONAL SHARES

Euromax Resources Ltd. has entered into a debt settlement agreement dated Feb. 26, 2026 (the DSA), to settle a portion of the outstanding debt owing to the European Bank for Reconstruction and Development (EBRD) under the convertible loan agreement entered into by the company and EBRD on April 29, 2016.

Pursuant to the DSA, Euromax will be paying off $1,149,270.00 (the settlement amount), being the amount owed to EBRD under the loan agreement in connection with the completion of the private placement financing initially announced by the company on Dec. 15, 2025, and completed in two tranches, on Dec. 30, 2025, and Jan. 7, 2026, as well as the two promissory notes issued by the company on April 30, 2025, and Sept. 29, 2025. The settlement amount will be settled through the issuance by the corporation to EBRD of 25,539,333 common shares in the capital of the company at a deemed offering price of 4.5 cents per common share.

The board of directors of the company has determined that it is in the best interests of the company to settle the settlement amount by entering into the transaction in order to preserve the company's cash for continuing operations.

Closing of the transaction is subject to customary closing conditions, including the final acceptance of the TSX Venture Exchange. The company intends to close the transaction as soon as practicable. The common shares to be issued pursuant to the transaction will be subject to a hold period of four months and one day from the date of issuance.

The transaction is not expected to materially affect control of the company. As EBRD is a related party of Euromax under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, in completing the transaction, the company intends to rely on the exemptions from the formal valuation and minority approval requirements of Policy 5.9 of the TSX-V and sections 5.5(b) and 5.7(1)(a) of MI 61-101.

Prior to completion of the transaction, EBRD owns 59,360,423 common shares and is beneficially entitled to own and control an additional 117,632,899 common shares by converting all amounts owing to it under the loan agreement as at Jan. 31, 2026 (assuming a conversion price of 15 cents per common share and an exchange rate of $1 (U.S.) equals $1.35482) and an additional 12,292,899 common shares by exercising all of its warrants of the company (each warrant exercisable for one common share), for an aggregate beneficial ownership of common shares of 189,286,221 representing an aggregate ownership interest of approximately 18.17 per cent (on a postconversion and postexercise basis, and excluding any exercise by any other securityholders of the company of convertible or exchangeable securities owned by them).

Following completion of the transaction, including the common shares of the company that it currently owns, EBRD beneficially owns and controls 207,163,755 common shares, representing an aggregate ownership interest of 19.55 per cent (on a postconversion and postexercise basis) of the issued and outstanding common shares, and representing an increase in beneficial ownership of 1.38 per cent (on a postconversion and postexercise basis and excluding any exercise by any other securityholders of the company of convertible or exchangeable securities owned by them) of the issued and outstanding common shares of the company.

Depending on market conditions and other factors, EBRD may from time to time acquire and/or dispose of securities of the company or continue to hold its current position.

To obtain a copy of the early warning report filed in connection with this press release, please contact Michael Zlobin by telephone at 44-207338-8981 or David Ryba by telephone at 44-207338-6203.

EBRD's address is 5 Bank St., London, U.K., E14 4BG.

About Euromax Resources Ltd.

Euromax has a major development project in North Macedonia and is focused on building and operating the Ilovica-Shtuka gold-copper project.

We seek Safe Harbor.

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