Euromax Announces Closing of Issuance of Common Shares to Galena in Connection with Repayment of Debt

Executive Summary

• Euromax Resources completed the issuance of 43,747,183 common shares to Galena Resource Equities Ltd. as full repayment of a US$475,000 (C$654,787.50) promissory note.
• The transaction was executed at a deemed price of C$0.015 per share and is subject to a four‑month hold period ending 2026‑01-05.
• Post‑transaction Galena’s beneficial ownership increased to approximately 55.82% of Euromax’s outstanding common shares, up 2.55 percentage points.

Key Details

• Shares Issued: 43,747,183 common shares.
• Consideration: Repayment of US$475,000 (C$654,787.50) debt under the April 2025 unsecured promissory note.
• Deemed Offering Price: C$0.015 per share.
• Hold Period: Four months and one day from issuance; expires 5 Jan 2026 per TSXV policy.
• Control Impact: No material effect on control of Euromax.
• Regulatory Exemptions: Transaction relied on MI 61‑101 exemptions (sections 5.5(b) & 5.7(1)(a)) for related‑party dealings, avoiding formal valuation and minority approval.
• Material Change Reporting: Company will file a material change report; none filed >21 days prior because TSXV approval was pending.
• Pre‑Transaction Ownership (Galena): 403,584,316 shares (≈53.27% of post‑conversion/exercise base).
• Post‑Transaction Ownership (Galena): 447,331,499 shares (≈55.82% of post‑conversion/exercise base), representing a 2.55 pp increase.
• Future Flexibility: Galena may acquire/dispose of additional Euromax securities depending on market conditions.

Notable Quotes

(No executive quotes were included in the release.)