Euromax Announces Closing of Issuance of Securities to EBRD in Connection with Partial Repayment of Debt
TSXV: EOX
www.euromaxresources.com
Euromax Announces Closing of Issuance of Securities to
EBRD in Connection with Partial Repayment of Debt
VANCOUVER, BC, March 19, 2026 - Euromax Resources Ltd. (TSXV: EOX): (" Euromax" or the
"Company"), announces that further to its news release dated February 26, 2026, it has today
completed the issuance of 25,539,333 common shares in the capital of the Company (the “ Common
Shares”) to the European Bank for Reconstruction and Development (“ EBRD”) pursuant to the debt
settlement agreement entered into between the Company and EBRD on February 26, 2026 (the “DSA”)
to settle a portion of the outstanding debt owing to EBRD under the convertible loan agreement entered
into by the Company and EBRD on April 29, 2016 (as amended from time to time, the “ Loan
Agreement”). The Common Shares were issued at a deemed offering price of C$0.045 per Common
Share (collectively, the “Transaction”).
Pursuant to the DSA, the Company agreed to issue the Common Shares to repay C$1,149,270 to EBRD,
representing the amount owed to EBRD under the Loan Agreement in connection with the completion
of the private placement financing initially announced by the Company on December 15, 2025 and
completed in two tranches, on December 30, 2025 and January 7, 2026 (the “ Private Placement”), as
well as the two promissory notes issued by the Company on April 30, 2025 and September 29, 2025
(collectively, the “Notes”).
The Common Shares issued pursuant to the Transaction will be subject to a hold period of four months
and one day from the date of issuance, expiring on July 20, 2026 in accordance with the policies of the
TSX Venture Exchange (the “TSXV”) and applicable securities laws.
The Transaction does not materially affect control of the Company. As EBRD is a “related party” of
Euromax under Policy 5.9 of the TSXV and Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"), in completing the Transaction, the Company is
relying on the exemptions from the formal valuation and minority approval requirements contained in
sections 5.5(b) and 5.7(1)(a) of MI 61-101.
The Company will file a material change report in respect of the Transaction within the timeline
prescribed by applicable securities laws. The Company did not issue a material change report more than
21 days before the closing of the Transaction because the Transaction was under consideration by the
TSXV and closing was conditional on receipt of approval of the TSXV.
Prior to completion of the Transaction, EBRD owned 59,360,423 Common Shares (representing an
ownership interest of approximately 6.51%) and was beneficially entitled to own and control an
additional 119,212,289 Common Shares by converting all amounts owing to it under the Loan
Agreement as at February 28, 2026 (assuming a conversion price of C$0.15 per Common Share and an
exchange rate of US$1 = C$1.36572) and an additional 12,292,899 Common Shares by exercising all of
its warrants of the Company (each warrant exercisable for one Common Share), for an aggregate
beneficial ownership of Common Shares of 190,865,611 representing an aggregate ownership interest
of approximately 18.29% (on a post-conversion and post-exercise basis and excluding any exercise by
any other securityholders of the Company of convertible or exchangeable securities owned by them).
Following completion of the Transaction, EBRD owns 84,899,756 Common Shares (representing an
ownership interest of approximately 9.06% of the Company’s issued and outstanding Common Shares)
and is entitled to beneficially own and control 208,963,576 Common Shares, representing an aggregate
ownership interest of 19.69% (on a post-conversion and post-exercise basis) of the issued and
outstanding Common Shares, and an increase in EBRD’s beneficial ownership of 1.39% (on a post-
conversion and post-exercise basis and excluding any exercise by any other securityholders of the
Company of convertible or exchangeable securities owned by them) of the issued and outstanding
Common Shares.
For the purposes of the calculation of EBRD’s beneficial ownership on a partially-diluted basis in the
paragraph above, the number of Common Shares issuable to EBRD upon conversion of the Loan
Agreement has been calculated on the basis of the amounts owing by the Company to EBRD under the
Loan Agreement as at February 28, 2026.
Further to the Company’s announcement dated February 27, 2026, the Company and EBRD entered into
an agreement to amend the Loan Agreement to, among other things, extend the maturity date of the
Loan Agreement to February 28, 2027. On the maturity date of the Loan Agreement, EBRD will be
entitled to beneficially own and control an aggregate of 216,810,021 Common Shares for an aggregate
ownership interest of 20.28% (on a post-conversion and post-exercise basis) of the issued and
outstanding Common Shares, representing an increase in beneficial ownership of 1.98% (on a post-
conversion and post-exercise basis and excluding any exercise by any other securityholders of the
Company of convertible or exchangeable securities owned by them) of the issued and outstanding
Common Shares of the Company.
The Transaction was agreed in furtherance to the Private Placement and the Company’s issuance of the
Notes, in accordance with the call right available to EBRD under the Loan Agreement, and allows EBRD
to maintain its ownership interest (on a fully diluted basis) at or about the same level as prevailed prior
to completion of the Private Placement and issuance of the Notes. Depending on market conditions and
other factors, EBRD may from time to time acquire and/or dispose of securities of the Company or
continue to hold its current position.
To obtain a copy of the early warning report filed in connection with this press release, please contact
Mr. Michael Zlobin by telephone at +44 207338 8981 or Mr. David Ryba by telephone at +44 207338
6203.
EBRD’s address is 5 Bank Street, London, United Kingdom, E14 4BG.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Euromax Resources Ltd.
Euromax has a major development project in North Macedonia and is focused on building and operating
the Ilovica-Shtuka gold-copper project. The Company’s registered office is located at 700 West Georgia
St., Suite 2200, Vancouver, British Columbia, V7Y 1K8, Canada.
Forward-Looking Information
This news release contains statements that are forward-looking, such as those relating to the filing of a material
change report in connection with the Transaction. Forward-looking statements are frequently characterised by
words such as “plan”, “expect”, “project”, ”intend”, ”believe”, ”anticipate” and other similar words, or statements
that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and
estimates of management at the dates the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to differ materially from those projected
in the forward-looking statements. This information is qualified in its entirety by cautionary statements and risk
factor disclosure contained in filings made by the Company, including its annual information form for the year
ended December 31, 2024 and financial statements and the related management’s discussion and analysis
(“MD&A”) for the financial years ended December 31, 2024 and 2023, as well as the unaudited condensed
consolidated interim financial statements for the three and six months ended September 30, 2025 and 2024 and
the related MD&A for the three and six months ended September 30, 2025 and 2024, filed with the securities
regulatory authorities in certain provinces of Canada and available on SEDAR+ at sedarplus.ca. The forward-looking
statements contained in this document are as of the date of this document and are subject to change after this
date. Readers are cautioned that the assumptions used in the preparation of such information, although considered
reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed
on forward-looking statements. Euromax disclaims any intention or obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise, unless required by
applicable law. All information in this news release concerning EBRD has been provided for inclusion herein by
EBRD. Although the Company has no knowledge that would indicate that any information contained herein
concerning EBRD is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness
of any such information.
This news release shall not constitute an offer to sell or a solicitation of any offer to buy any securities, nor shall
there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The
securities referenced herein have not been, nor will they be, registered under the United States Securities Act of
1933, as amended (the “ U.S. Securities Act ”), and such securities may not be offered or sold within the United
States absent registration under the U.S. Securities Act or an applicable exemption from the registration
requirements thereunder.
For more information, please visit www.euromaxresources.com or contact:
Tim Morgan-Wynne, Chief Executive Officer
+44 20 3918 5160