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

(TheNewswire)

VANCOUVER, BC, February 5, 2026 – TheNewswire - EuromaxResources Ltd. (TSXV: EOX): ("Euromax" or the"Company"), announces today that further to its news release dated January 13, 2026, ithas now completed the issuance of 34,965,342common shares in the capital of the Company (the“Common Shares”) to Galena Resource Equities Limited (“Galena”) pursuantto the debt settlement agreement entered into between the Company andGalena on January 13, 2026 (the “DSA”). The CommonShares were issued at a deemed offering price of C$0.0325 per CommonShare (collectively, the “Transaction”). Pursuant to the DSA, theCompany agreed to issue the Common Shares in order to repay US$804,000(C$1,136,373.60) to Galena, representing settlement in full of theoutstanding debt owing to the Galena under the non-interest bearing,unsecured, non-convertible promissory note issued by the Company toGalena on September 29, 2025.

The Common Shares issued pursuant to the Transactionare subject to a hold period of four months and one day from the dateof issuance, expiring on June 6, 2026, in accordance with the policiesof the TSX Venture Exchange (the “TSXV”) andapplicable securities laws.

The Transaction does not materially affect control ofthe Company. As Galena is a “related party” of Euromax underPolicy 5.9 of the TSXV and Multilateral Instrument 61-101 –Protection of MinoritySecurity Holders in Special Transactions("MI 61-101"), in completing the Transaction, the Company isrelying on the exemptions from the formal valuation and minorityapproval requirements contained in sections 5.5(b) and 5.7(1)(a) of MI61-101.

The Company will file a material change report inrespect of the Transaction within the timeline prescribed byapplicable securities laws. The Company did not issue a materialchange report more than 21 days before the closing of the Transactionbecause the Transaction was under consideration by the TSXV andclosing was conditional on receipt of TSXV approval.

Prior to completion of the Transaction, Galena owned 473,988,662 Common Shares and anadditional 46,600,652 Common Shares by exercising all of its warrantsof the Company (each warrant exercisable for one Common Share), for anaggregate beneficial ownership of Common Shares of 520,589,314representing an aggregate ownership interest of approximately56.38% (on apost-conversion and post-exercise basis and excluding any exercise byany other securityholders of the Company of convertible orexchangeable securities owned by them).

Upon completion of theTransaction, Galena beneficially owns and controls 555,554,656 CommonShares for an aggregate ownership interest of 57.97% (on a post-conversion andpost-exercise basis) of the issued and outstanding Common Shares,representing an increase in beneficial ownership of 1.59% (on a post-conversion andpost-exercise basis and excluding any exercise by any othersecurityholders of the Company of convertible or exchangeablesecurities owned by them) of the issued and outstanding Common Sharesof the Company.

Depending on market conditions and other factors,Galena may from time to time acquire and/or dispose of securities ofthe Company or continue to hold its current position.

To obtain a copy of the early warning report filed inconnection with this press release, please contact Mr. James Burke atjames.burke@trafigura.com.

Galena’s head office is located at 1 rue deJargonnant, 1207 Geneva, Switzerland.

Neither TSXV nor its RegulationServices Provider (as that term is defined in policies of the TSXV)accepts responsibility for the adequacy or accuracy of thisrelease.

About Euromax Resources Ltd.

Euromax has a major development project in North Macedonia and isfocused on building and operating the Ilovica-Shtuka gold-copperproject.

Forward-Looking Information

This news release containsstatements that are forward-looking, such as those relating to thefiling of a material change report in connection with the Transaction.Forward-looking statements are frequently characterised by words suchas “plan”, “expect”, “project”, ”intend”, ”believe”, ”anticipate” andother similar words, or statements thatcertain events or conditions “may” or “will” occur.Forward-looking statements are based on the opinions and estimatesof management at the datesthe statements are made, and are subject to a variety of risks anduncertainties and otherfactors that could cause actual events or results to differ materiallyfrom 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 relatedmanagement’s discussion and analysis (“MD&A”) for the financial years endedDecember 31, 2024 and 2023, as well as the unaudited condensedconsolidated interim financial statements for the three and six monthsended September 30, 2025 and 2024 and the related MD&A for thethree and six months ended September 30, 2025 and 2024, filed with thesecurities regulatory authorities in certain provinces of Canada andavailable on SEDAR+ at sedarplus.ca. The forward-lookingstatements contained in this document are as of the date of this document and aresubject to change after this date. Readers are cautioned thatthe assumptions used in thepreparation of such information, although considered reasonable at thetime of preparation, mayprove to be imprecise and, as such, undue reliance should not beplaced on forward-looking statements. Euromax disclaims any intention or obligation to updateor 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 releaseconcerning Galena has been provided for inclusion herein by Galena.Although the Company has no knowledge that would indicate that anyinformation contained herein concerning Galena is untrue orincomplete, the Company assumes no responsibility for the accuracy orcompleteness of any such information.

This news release shall notconstitute an offer to sell or a solicitation of any offer to buy anysecurities, nor shall there be any sale of any securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful. The securities referenced herein have not been, nor willthey be, registered under the United States Securities Act of 1933, asamended (the “U.S. Securities Act”), and such securities may not beoffered or sold within the United States absent registration under theU.S. Securities Act or an applicable exemption from the registrationrequirements thereunder.

For more information, please visitwww.euromaxresources.comor contact:

Tim Morgan-Wynne, Executive Chairman

+44 20 3918 5160

tmorganwynne@euromaxresources.com

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