Euromax settles debt with EBRD shares

Executive Summary

• Euromax Resources Ltd. entered into a debt settlement agreement with the European Bank for Reconstruction and Development (EBRD) to settle a portion of outstanding debt owed under a 2016 convertible loan agreement and two promissory notes.
• The settlement involves the issuance of 25,539,333 common shares to EBRD, valued at a deemed price of 4.5 cents per share, totaling $1,149,270.00.
• The transaction is designed to preserve company cash for continuing operations and will increase EBRD’s beneficial ownership from approximately 18.17% to 19.55% on a post-conversion and post-exercise basis.

Key Details

• Settlement Amount: $1,149,270.00 owed to EBRD.
• Consideration: Issuance of 25,539,333 common shares to EBRD.
• Deemed Offering Price: 4.5 cents per common share.
• Debt Components Settled:
  • Portion of the convertible loan agreement dated April 29, 2016.
  • Two promissory notes issued on April 30, 2025, and September 29, 2025.
  • Debt related to private placement financing announced Dec. 15, 2025, and completed in tranches on Dec. 30, 2025, and Jan. 7, 2026.
• Pre-Transaction Ownership (EBRD):
  • Direct ownership: 59,360,423 common shares.
  • Convertible loan entitlement: 117,632,899 shares (assuming conversion price of 15 cents/share and exchange rate of $1 USD = $1.35482).
  • Warrant entitlement: 12,292,899 shares (each warrant exercisable for one share).
  • Total pre-transaction beneficial ownership: 189,286,221 shares (~18.17% on a post-conversion/exercise basis).
• Post-Transaction Ownership (EBRD):
  • Total beneficial ownership: 207,163,755 common shares.
  • Total ownership percentage: 19.55% (on a post-conversion/exercise basis).
  • Increase in beneficial ownership: 1.38%.
• Regulatory & Legal Context:
  • EBRD is a related party under Multilateral Instrument 61-101.
  • Company relies on exemptions from formal valuation and minority approval requirements of TSX-V Policy 5.9 and MI 61-101 sections 5.5(b) and 5.7(1)(a).
  • Transaction is not expected to materially affect control of the company.
• Closing Conditions: Subject to customary conditions, including final acceptance by the TSX Venture Exchange.
• Hold Period: Common shares issued are subject to a hold period of four months and one day from the date of issuance.
• Strategic Rationale: Board determined the transaction is in the best interests of the company to preserve cash for continuing operations.

Notable Quotes

• "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."