Euromax Resources Ltd. press release

Euromax Announces Proposed Private Placement

2026-11-03

TSXV - TSX Venture Exchange · Copper · Gold · Canada · Financing

Canada NewsWire

TSXV: EOX www.euromaxresources.com

VANCOUVER, BC, Nov. 3, 2026/CNW/ -- Euromax Resources Ltd.(TSXV: EOX): ("Euromax" or the "Company"), announces today a non-brokered private placement of up to 113,828,800 units of the Company (the "Units"), each Unit consisting of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"), at an offering price of C$0.05 per Unit for aggregate gross proceeds of approximately C$5,691,440 (the "Offering"). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of C$0.075 per Common Share for a period of two years following the closing of the Offering.

The proposed placees of the Offering are expected to include one or more insiders of the Company and other investors (the "Proposed Placees"). The Offering is not expected to materially affect control of the Company. Proceeds of the Offering will be used for general working capital purposes.

As one or more of the Proposed Placees are expected to be related parties 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 Offering, the Company intends to rely 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, respectively.

Closing of the Offering is subject to acceptance by the TSX Venture Exchange (the "TSXV") of the terms of the Offering and other customary closing conditions. In addition to any applicable resale restrictions under Canadian securities laws, all securities issued under the Offering will be subject to a four month resale restriction imposed by the TSXV. There can be no assurances that the Offering will be completed on the terms set out herein, or at all, or that the proceeds of the Offering will be sufficient for the proposed use of proceeds as set out above.

The Company will file a material change report in respect of the Offering less than 21 days before the closing of the Offering, which shorter period is consistent with market practice and the Company believes is reasonable and necessary in the circumstances as it wishes to complete the Offering in an expeditious manner.

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.

Forward-LookingInformation

_This news release contains statements that are forward-looking, such as those relating to the economic terms of the Offering, the impacts of the Offering on control of the Company, the proposed placees of the Offering, the Company's use of proceeds from the Offering, the completion of the Offering, the acceptance of the TSXV and fulfillment of other customary closing conditions, and the Company's reliance on exemptions from certain requirements under MI 61-101. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate" and othersimilarwords,orstatementsthatcertaineventsor conditions"may" or "will" occur. Forward-looking statements are based on the opinions and estimates ofmanagement at the dates the statements are made, and are subject to a variety of risks and uncertainties andother factors that could cause actual events or results to differ materially from those projected in the forward-lookingstatements.Thisinformation isqualifiedinits entiretybycautionarystatementsandriskfactordisclosure contained in filings made by the Company, including its annual information form for the year ended December 31, 2025 and financial statements and related management's discussion and analysis ("__MD&A__") for the financial years ended December 31, 2025 and 2024, as well as the unaudited condensed consolidated interim financial statements and related MD&A for the three and six months ended June 30, 2026 and 2025, 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 areas of the date of this document and are subject to change after this date. Readers are cautioned that theassumptions used in the preparation of such information, although considered reasonable at the time ofpreparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-lookingstatements. 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 applicablelaw. _

_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 visitwww.euromaxresources.com

SOURCE Euromax Resources Ltd.

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