Euromax Announces Intention to Extend Maturity Dates of Previously Issued Convertible Debentures

Euromax Announces Intention to Extend

Maturity Dates of Previously Issued

Convertible Debentures

TSXV: EOX

www.euromaxresources.com

VANCOUVER, BC

,

Feb. 6, 2024

/CNW/ -

Euromax Resources Ltd.

(TSXV: EOX) ("

Euromax

" or

the "

Company

") announces that the Company intends to amend certain terms of its previously

issued convertible debentures, which were issued to: i) the European Bank for Reconstruction and

Development ("

EBRD

") in the aggregate principal amount of

USD$5,000,000

(as amended from time

to time, the "

EBRD Debenture

"); and ii) CC Ilovitza Limited ("

CCC

"), an affiliate of Consolidated

Contractors Company Group, in the aggregate principal amount of

CAD$5,200,000

(as amended

from time to time, the "

CCC Debenture

", and collectively with the EBRD Debenture, the

"

Convertible Debentures

").

Specifically, Euromax intends to enter into agreements with EBRD and CCC to extend the maturity

dates of the Convertible Debentures from

February 28, 2024

to

February 28, 2025

(the "

Proposed

Amendments

").

The Proposed Amendments may result in the following: i) with respect to the EBRD Debenture, the

issuance of up to an additional 7,380,428 common shares of the Company ("

Common Shares

"),

calculated using the CAD/USD foreign exchange rate as at

January 10, 2024

, in the event that

outstanding interest amounts of the EBRD Debenture accrued from

February 29, 2024

and

February

28, 2025

, totalling approximately

USD$827,916

, are converted into Common Shares in accordance

with the terms of the EBRD Debenture; and ii) with respect to the CCC Debenture, the issuance of

up to an additional 5,913,259 Common Shares in the event that outstanding interest amounts of the

CCC Debenture accrued from

February 29, 2024

and

February 28, 2025

, totalling approximately

CAD$889,282

, are converted into Common Shares in accordance with the terms of the CCC

Debenture.

In completing the Proposed Amendments, the Company is relying on the exemptions from the formal

valuation and minority approval requirements in Multilateral Instrument 61-101 –

Protection of

Minority Security Holders in Special Transactions

("

MI 61-101

") contained in sections 5.5(e) and

5.7(1)(c) of MI 61-101, respectively.

The Proposed Amendments are subject to acceptance by the TSX Venture Exchange.

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.

Forward-Looking Information

This news release contains statements that are forward-looking, such as those relating to the

intentions of the Company with respect to the Proposed Amendments and its ability to execute such

Proposed Amendments, acceptance by the TSX Venture Exchange of the Proposed Amendments,

and any additional number of Common Shares which may be issuable to the holders of the

Convertible Debentures in connection with the Proposed Amendments. 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, 2022

and financial statements and related MD&A for the financial

years ended

December 31, 2022

and 2021, and the unaudited condensed consolidated interim

financial statements for the three and nine months ended

September 30, 2023

and 2022 along with

the accompanying MD&A, 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. Neither the TSX Venture Exchange nor its

regulation services provider accepts responsibility for the adequacy or accuracy of this news

release.

SOURCE

Euromax Resources

View original content:

http://www.newswire.ca/en/releases/archive/February2024/06/c5638.html

%SEDAR: 00009131E

For further information:

please visit www.euromaxresources.com or contact: Tim Morgan-Wynne,

Executive Chairman, +44 20 3918 5160, [email protected]

CO: Euromax Resources

CNW 07:55e 06-FEB-24