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 Jan. 14, 2025 (the DSA), to settle a portion of the outstanding debt owing to the European Bank for Reconstruction and Development (EBRD) under the convertible debenture issued by the company to EBRD in principal amount of $5-million (U.S.), as amended. Pursuant to the DSA, Euromax will be paying off $355,484.65 representing a portion of the interest owed to EBRD under the debenture.

In connection with the debt repayment amount, Euromax will be issuing to EBRD 23,698,977 common shares in the capital of the company, at a deemed offering price of 1.5 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 outstanding debt repayment amount by entering into the transaction in order to preserve the company's cash for ongoing 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, 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 Venture Exchange and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) in respect of related party transactions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

Prior to completion of the transaction, EBRD owned 35,661,446 common shares and was beneficially entitled to own and control an additional 114,738,989 common shares by converting all amounts owing to it under the debenture as at Nov. 30, 2024 (assuming a conversion price of 15 cents per common share and an exchange rate of $1 (U.S.) equals $1.40013 (Canadian)) 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 162,693,334 representing an aggregate ownership interest of approximately 19.98 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 would be entitled to beneficially own and control 183,942,035 common shares for an aggregate ownership interest of 22.01 per cent (on a postconversion and postexercise basis) of the issued and outstanding common shares, representing an increase in beneficial ownership of 2.03 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.

The transaction was agreed in furtherance to a private placement which closed on Nov. 13, 2024, in order to maintain EBRD's ownership interest (on a fully diluted basis) at or about the same level as prevailed prior to completion of that previous placement, and in accordance with the call right available to EBRD under the debenture. 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.

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.