Euromax Announces Repayment of Debt Owed to Galena

TSXV: EOX,OTC:EOXFF
www.euromaxresources.com

Euromax Resources Ltd. (TSXV: EOX,OTC:EOXFF): ("Euromax" or the "Company") is pleased to announce that it has entered into a debt settlement agreement dated January 13, 2026 (the "DSA") to settle in full the outstanding debt owing to one of its current major shareholders, Galena Resource Equities Limited ("Galena"), an entity controlled and managed by Galena Asset Management S.A., which is an affiliate of Trafigura Pte Ltd., under the non-interest bearing, unsecured, non-convertible promissory note issued to Galena on September 29, 2025 in the amount of US$804,000 (the "Debt").

In connection with repayment of the Debt, Euromax will be issuing to Galena 34,965,342 common shares in the capital of the Company (the "Common Shares"), at a deemed offering price of C$0.0325 (US$0.02299) per Common Share (collectively, the "Transaction").

The board of directors of the Company (the "Board") has determined that it is in the best interests of the Company to settle the outstanding Debt 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 Galena is a "related party" of Euromax under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), 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 TSXV and sections 5.5(b) and 5.7(1)(a) of MI 61-101.

Prior to completion of the Transaction, Galena owns 473,988,662 Common Shares and an additional 46,600,652 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 520,589,314 representing an aggregate ownership interest of approximately 56.38% (on a post-conversion and post-exercise 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, Galena would be entitled to beneficially own and control 555,554,656 Common Shares for an aggregate ownership interest of 57.97% (on a post-conversion and post-exercise basis) of the issued and outstanding Common Shares, representing an increase in beneficial ownership of 1.59% (on a post-conversion and post-exercise 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, Galena 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 Mr. James Burke at james.burke@trafigura.com.

Galena's head office is located at 1 rue de Jargonnant, 1207 Geneva, Switzerland.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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.

Forward-Looking Information

This news release contains statements that are forward-looking, such as those relating to the completion of the Transaction and fulfilment of customary closing conditions (including final acceptance of the TSX Venture Exchange), the Company's cash for ongoing operations, effects of the Transaction on control of the Company, and statements related to the Company's reliance on certain exemptions from requirements under MI 61-101. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the dates the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. This information is qualified in its entirety by cautionary statements and risk factor disclosure  contained in filings made by the Company, including its annual information form for the year ended December 31, 2024 and financial statements and related management's discussion and analysis ("MD&A") for the financial years ended December 31, 2024 and 2023, and the unaudited condensed consolidated interim financial statements for the three months ended September 30, 2025 and 2024 along with the accompanying MD&A, filed with the securities regulatory authorities in certain provinces of Canada and available on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this document are as of the date of this document, and are subject to change after this date. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Euromax disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law. All information in this news release concerning Galena has been provided for inclusion herein by Galena. Although the Company has no knowledge that would indicate that any information contained herein concerning Galena is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information.

This news release shall not constitute an offer to sell or a solicitation of any offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referenced herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and such securities may not be offered or sold within the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements thereunder. 

SOURCE Euromax Resources Ltd.

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