Newlox Gold Announces Issuance of Convertible Debentures and Amendment of Convertible Debentures and Warrants

(TheNewswire)

January 19, 2026 - Vancouver, BC – TheNewswire – Newlox Gold Ventures Corp. (the“Corporation”) announces that:

(i) it intends to conduct anon-brokered private placement (the “Private Placement”)of up to 1,000 units of the Corporation (the “Units”) at a priceof $1,023 per Unit, for gross proceeds of up to $1,023,000. Each Unitwill be comprised of: (i) a $1,0230 principal amount two-year 5%unsecured convertible debenture (“New Debenture”),and (ii) 9,300 common share purchase warrants of the Corporation (eachwarrant, a “New Warrant”).

(ii) it intends amend the terms of an aggregate of $403,5000convertible debentures (the “Prior Debentures”) and 2,690,000 commonshare purchase warrants (the “Prior Warrants”) issued under a previousnon-brokered private placement completed on January 31, 2024.

New Debentures

New Debenture Conversion &Terms

Each New Debenture will consist of $1,000 principal amount, bearinterest at a rate of 5% per annum, payable in full upon maturity, andbe unsecured. The principal amount outstanding under the NewDebentures and all accrued and unpaid interest thereon will be payablein cash or equity two (2) years from the date of issuance of the NewDebentures. The New Debentures will be convertible at the option ofthe holder, in whole or in part, into common shares of the Corporation(the “New DebentureShares”) at a conversion price of $0.11 per Debenture Share,subject to adjustment.

New Warrants

Each New Warrant will entitle the holder thereof to acquire one CommonShare (a “New WarrantShare”) at a price of $0.15 per New Warrant Share for aperiod of two (2) years from the date of issue.

The New Debentures, the New Debenture Shares, the New Warrants and theNew Warrant Shares will be subject to a four month and one daystatutory resale restriction pursuant to applicable Canadiansecurities laws.

Related Party Transaction

The Corporation announces that Mr. MacKay, an insider of theCorporation, intends to participate in the Private Placement in theaggregate amount of $41,400.

Any participation in the Private Placement by the insider willconstitute a “related party transaction” as defined underMultilateral Instrument 61-101 - Protection of Minority Security Holders in SpecialTransactions (“MI61-101”). The Corporation expects such participation will beexempt from the formal valuation and minority shareholder approvalrequirements of MI 61-101 as the fair market value of the Unitssubscribed for by Mr. MacKay, nor the consideration for the Units paidby the insider, is expected to exceed 25% of the Corporation’smarket capitalization.

The Company intends to use the net proceeds from the Private Placementfor general corporate purposes.

Prior Debentures

Prior Debenture Amendments

The Corporation has entered into an agreement with holders of theDebentures to extend the maturity dates for an additional twenty-fourmonths from January 31, 2026 to January 31, 2028 and reduce theinterest rate from 10% per annum to 5% per annum. In addition, theCorporation will make an application to the Canadian SecuritiesExchange (the “CSE”) toreduce the conversion price of the Debentures from $0.15 to $0.11.

Prior Warrant Amendments

The Corporation intends to seek approval from the CSE to amend theexpiry date and exercise price of the Warrants, which were issued inconnection with the Debentures. The Warrants are exercisable untilJanuary 31, 2026 at $0.25 per share. The Corporation proposesextending the exercise period of the Warrants by two (2) years fromJanuary 31, 2026 to January 31, 2028 and reduce the exercise price ofthe Warrants from $0.25 to $0.15 per common share.

All other terms of the Prior Debentures and PriorWarrants will remain the same.

About Newlox Gold VenturesCorp.

Newlox Gold Ventures Corp. is an emerging preciousmetals producer dedicated to the recovery of gold and silver fromartisanal and small-scale mining operations across Latin America. TheCorporation leverages technology to recover precious metals whileremediating historical mine waste and contributing to local economicdevelopment.

For further details, please contact:  

info@newloxgold.com

647.848.5843

Neither Canadian Securities Exchangenor its Regulation Services Provider (as that term is defined in thepolicies of the Canadian Securities Exchange) accept responsibilityfor the adequacy or accuracy of this release).

Forward Looking Statements

This news release contains“forward-looking statements” within the meaning of the UnitedStates Private Securities Litigation Reform Act of 1995 and applicableCanadian securities legislation. Generally, these forward-lookingstatements can be identified by the use of forward-looking terminologysuch as “plans”, “anticipated”, “expects” or “does notexpect”, “is expected”, “budget”, “scheduled”,“estimates”, “forecasts”, “intends”, “anticipates” or“does not anticipate”, or “believes”, or variations of suchwords and phrases or state that certain actions, events or results“may”, “could”, “would”, “might” or “will betaken”, “occur” or “be achieved”. Newlox is subject tosignificant risks and uncertainties which may cause the actualresults, performance or achievements to be materially different fromany future results, performance or achievements expressed or impliedby the forward-looking statements contained in this release. Newloxcannot assure investors that actual results will be consistent withthese forward-looking statements and Newlox assumes no obligation toupdate or revise the forward-looking statements contained in thisrelease to reflect actual events or new circumstances.

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