Euromax to issue 43.74 million shares for debt

Executive Summary

• Euromax Resources Ltd. will settle its $475,000 debt to Galena Resource Equities Ltd. by issuing 43,747,183 common shares at a deemed price of C$0.015 per share.
• The issuance will increase Galena’s post‑transaction ownership from ~53.27 % to ~55.82 %, a 2.55 % rise in beneficial interest.
• Shares issued to Galena will be subject to a four‑month‑plus hold period; the transaction is expected to close promptly pending TSX‑V approval and customary conditions.

Key Details

• Debt Settlement Agreement (DSA): Dated August 5, 2025; settles full outstanding debt owed to Galena (non‑interest‑bearing promissory note issued April 2025).
• Debt Amount: US$475,000.
• Equity Consideration: 43,747,183 Euromax common shares at a deemed offering price of C$0.015 per share.
• Purpose: Preserve cash for ongoing operations; board determined settlement is in the best interest of the company.
• Closing Conditions: Subject to customary closing conditions and final acceptance by the TSX Venture Exchange; anticipated “as soon as practicable.”
• Hold Period: Shares issued to Galena will be locked for four months and one day from issuance date.
• Control Impact: Transaction not expected to materially affect control of Euromax.
• Related‑Party Exemptions: Company will rely on TSX‑V Policy 5.9 exemptions and MI 61‑101 sections 5.5(b) & 5.7(1)(a) for valuation and minority approval requirements.
• Current Galena Ownership (pre‑transaction): 356,983,664 common shares + 46,600,652 warrant‑derived shares = 403,584,316 shares (~53.27 % of post‑conversion/exercise outstanding).
• Post‑Transaction Ownership: Including the newly issued shares, Galena would hold 447,331,499 shares (~55.82 % of post‑conversion/exercise outstanding), a 2.55 % increase.
• Future Flexibility: Galena may acquire/dispose of Euromax securities depending on market conditions and other factors.

Notable Quotes

(No direct quotes from executives were provided in the release.)