Mr. Tim Morgan-Wynne reports

EUROMAX ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

Euromax Resources Ltd. has closed a first tranche of the non-brokered private placement previously announced on April 25, 2024, for aggregate gross proceeds of $1,064,817, equal to $790,569 (U.S.) (as determined using the foreign exchange rate as at Feb. 8, 2024), and consisting of 53,240,851 units of the company, with each unit consisting of one common share in the capital of the company and one common share purchase warrant, each unit issued at an offering price of two cents (equal to 1.485 U.S. cents) per unit. Each warrant will entitle the holder to acquire one common share at an exercise price of five cents per common share for a period of five years following the closing of the private placement.

The private placement was completed in accordance with the terms of the previously announced partial revocation order issued by the Ontario Securities Commission (the OSC) on April 25, 2024, in respect of the cease trade order (the CTO) against the company issued by the OSC on April 8, 2024. Prior to closing of the private placement, each placee of the private placement i) received copies of the CTO and the partial revocation, and ii) provided acknowledgments to the company that all of the company's securities, including the units and underlying securities issued in connection with the private placement, will remain subject to the CTO until such order is fully revoked, and further, that the granting of the partial revocation by the OSC does not guarantee the full revocation of the CTO in the future.

The company filed a material change report in respect of the issuance of the partial revocation and the intention to complete the private placement on April 29, 2024. The company did not issue a material change report more than 21 days before the announcement of the partial revocation and the private placement because it was subject to the CTO and hence could not engage in any acts in furtherance of a trade without first obtaining the partial revocation. The company also intended to close the private placement on an expedited basis for business reasons.

The units are subject to a hold period of four months and one day from the date of issuance in accordance with the policies of the TSX Venture Exchange and applicable securities legislation, which expires on Sept. 2, 2024.

The placees included one controlling shareholder and two directors of the company. All placees are insiders of the company. The private placement is not expected to materially affect control of the company. As the placees are related parties of Euromax, in completing the private placement, the company is relying on the exemptions from the formal valuation and minority approval requirements of Policy 5.9 of the TSX-V and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

The placees included Galena Resource Equities Ltd., which prior to closing held 226,953,072 common shares, representing approximately 46.16 per cent of the total number of issued and outstanding Common Shares, and following closing holds 273,553,724, representing approximately 50.20 per cent. Galena paid consideration of $691,969 (U.S.) to the company for its Units under the private placement. 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 of the corporation any of the transactions listed in clauses (a) to (k) of Item 5 of Form 62-103F1 -- Required Disclosure Under the Early Warning Requirements and it may further purchase, hold, vote (if applicable), trade, dispose or otherwise deal in the securities of the company, in such manner as it deems advisable to benefit from changes in market prices of the company's securities, publicly disclosed changes in the operations of the company, its business strategy or prospects, or from a material transaction of the company.

Following the private placement, there are a total of 544,956,822 common shares issued and outstanding.

The proceeds are expected to allow the company to finalize the audit of its annual financial statements and complete its annual filings for the financial year ended Dec. 31, 2023, as well as to pay certain outstanding fees and other general and administrative expenses. The company reasonably anticipates having sufficient resources to bring its continuous disclosure obligations up to date, pay any outstanding fees and comply with all other continuous disclosure requirements by May 7, 2024.

Specifically, the company intends to use the proceeds as follows:

1. Salaries -- 25 per cent;
2. Legal and administrative fees -- 19 per cent;
3. Tax, audit and accounting fees -- 14 per cent;
4. Office, administration and communications costs -- 26 per cent;
5. Project working capital -- 15 per cent.

None of the proceeds will be used to finance payments to non-arm's-length parties or to persons conducting investor relations activities within the meaning of the policies of the TSX Venture Exchange.

The private placement remains subject to the final acceptance of the TSX-V.

All of the company's securities, including the units and underlying securities issued in connection with the private placement, will remain subject to the CTO until such order is fully revoked. The company intends to meet all of its continuous disclosure obligations, thereby applying for a full revocation order, but there can be no assurance that a full revocation order will be obtained.

This press release is issued in part pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the company is a reporting issuer containing information with respect to the foregoing matters. A copy of the early warning report will appear with the company's filings on SEDAR+ and may also be obtained from Stuart Olley, partner at Gowling WLG (Canada) LLP, 1-403-298-1814.

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.