Euromax Announces Closing of Issuance of Securities to EBRD in Connection with Partial Repayment of Debt

Executive Summary

• Euromax Resources completed the issuance of 25,539,333 common shares to the European Bank for Reconstruction and Development (EBRD) at a deemed price of C$0.045 per share, settling C$1,149,270 of outstanding debt under its convertible loan agreement.
• The transaction does not materially affect control; EBRD’s post‑transaction beneficial ownership increased to approximately 19.69% on a fully diluted basis.
• Shares are subject to a four‑month‑plus‑one‑day hold period expiring July 20 2026, and Euromax will file a material change report as required by securities regulations.

Key Details

• Shares Issued: 25,539,333 common shares at C$0.045 per share (total consideration C$1,149,270).
• Purpose: Repayment of a portion of the debt owed to EBRD under the convertible loan agreement dated April 29 2016 (as amended).
• Related Prior Transactions: Settlement ties to the private placement financing announced Dec 15 2025 and completed in two tranches (Dec 30 2025 & Jan 7 2026) and two promissory notes issued Apr 30 2025 and Sep 29 2025.
• Hold Period: Shares subject to a hold period of 4 months + 1 day, expiring July 20 2026 per TSX Venture Exchange policy.
• Control Impact: No material change in control; transaction relied on exemptions from formal valuation and minority approval under MI 61‑101.
• EBRD Ownership Pre‑Transaction: 59,360,423 shares (~6.51%); potential additional ownership up to ~18.29% when including conversion rights and warrants.
• EBRD Ownership Post‑Transaction: 84,899,756 shares (~9.06%); potential fully diluted ownership up to ~19.69%, an increase of ~1.39% over pre‑transaction level.
• Loan Amendment: On Feb 27 2026 Euromax and EBRD amended the loan agreement, extending maturity to Feb 28 2027; at maturity EBRD could control ~20.28% on a fully diluted basis.
• Regulatory Filings: Euromax will file a material change report within prescribed timelines; earlier filing was delayed pending TSX Venture Exchange approval.

Notable Quotes

• Tim Morgan‑Wynne, Chief Executive Officer: “The completion of this share issuance resolves a portion of our outstanding debt to EBRD and aligns with the terms of our private placement financing, while preserving the existing ownership structure.”