Newlox Gold Announces Amendment of Convertible Debentures and Warrants

Executive Summary of Recent Release

• Date: April 15, 2026
• Event: Amendment of Convertible Debentures and Warrants.
• Instrument: $71,500 aggregate convertible debentures issued April 30, 2024, plus 476,660 associated warrants.
• Terms Change: Maturity extended by two years (to April 30, 2028), interest rate halved (10% to 5%), conversion price reduced ($0.15 to $0.11). Warrant expiry extended and exercise price lowered ($0.25 to $0.15).
• Context: This follows a pattern of similar amendments announced in January and February 2026 regarding larger debenture tranches ($403,500 and $564,000 respectively).

Historical Progression of Financing

• January 19, 2026: Private placement of up to $1.02M + amendment of $403,500 debentures. Insider Alex MacKay subscribed for $41,400.
• February 26, 2026: Amendment of $564,000 debentures and 3.76 million warrants (same terms as April release).
• March 27, 2026: Announcement of a 10-year Joint Venture in Costa Rica for ASM processing services; CFO change announced (Benavides out, MacKay in).
• October 3, 2025: British Columbia Securities Commission issued a Failure-to-File Cease Trade Order (FFCTO) due to missing audited financials.

Liquidity and Solvency Concerns

• The repeated amendments of convertible debentures across January, February, and April 2026 indicate an inability to service original debt terms without restructuring.
• While extending maturity prevents immediate default, the necessity for three separate refinancing events within six months signals significant liquidity stress.
• Reduction in conversion/exercise prices increases potential dilution for existing shareholders upon exercise or conversion, though it lowers the barrier for future capital raising.

Compliance and Regulatory Overhang

• The October 2025 FFCTO remains a critical unresolved risk factor not explicitly addressed as "lifted" in the April 15 news release.
• Trading data exists post-FFCTO (Nov 2025 - April 2026), suggesting trading may have resumed on an alternative market or order was lifted, but the lack of explicit confirmation creates uncertainty regarding regulatory standing.
• Auditor issues cited in October 2025 ("cannot complete audit due to staffing and scheduling constraints") persist as a fundamental risk to financial statement integrity.

Strategic Shift vs. Financial Reality

• The Costa Rica JV (March 27) represents a strategic pivot toward processing services, but revenue sharing implies cash flow is contingent on third-party operators rather than direct company production.
• Management change (CFO MacKay) coincides with increased insider subscription ($41k in Jan), which provides some confidence but does not offset the systemic debt restructuring pattern.

Corporate Profile

• Entity: Newlox Gold Ventures Corp.
• Focus: Exploration, development, and processing services for artisanal and small-scale mining (ASM).
• Flagship Initiative: The 10-year Joint Venture in Costa Rica is the primary operational focus, aiming to provide mercury-free processing facilities for ASM operators.

Project Development Status

• Costa Rica JV: Established March 27, 2026. Terms include funding exploration and construction of company-owned processing plants with revenue sharing from precious metal sales.
• Operational Readiness: Management indicated an operational update was pending as of late March 2026; no specific production figures have been released in the provided news history.

Jurisdictional Risks

• Costa Rica: Operations depend on legal concession operators and regulatory approvals for processing facilities.
• Canada (CSE): Trading is subject to Canadian securities regulations, evidenced by the FFCTO issued by the BCSC.