Newlox Gold Corrects Previous Disclosure of Debt Settlement and Announces Closing of Convertible Debenture Financing

(TheNewswire)

Vancouver – TheNewswire - July 8, 2025 -Newlox Gold Ventures Corp LUX(“Newlox”) would like to correct the disclosure pertaining to thepreviously reported debt settlement with outgoing management andannounce the closing of the previously announced convertible debenturefinancing.  New Management wishes to correct earlier inaccuracies andprovide clarity to the market.

Debt Settlement

Pursuant to a press dated June 17th 2025, Newlox erroneously disclosed various debtsettlements involving outgoing management. The press releaseerroneously disclosed the aggregate amount of debt being converted at$1,099,119.64. The true amount of debt being converted is $975,965.53(the “Revised Debt”). The corrected settlement involves theissuance of an aggregate of 7,625,000 common shares (the “DebtShares”) in exchange for the cancelation of the Revised Debt. TheDebt Shares are being issued at a deemed price per share ranging from$0.064662772 to $0.173776076 per Debt Share. This amendment ensurestransparency and alignment with the company’s commitment to accuratereporting.

Convertible DebentureFinancing

Additionally, current management apologizes for the delay in formallyannouncing the closure of its first tranche of its convertibledebenture financing as announced in its press release of May 8, 2025.

On May 8, 2025, the company successfully issued an aggregate of 208convertible debenture units (the “Units”) for aggregate grossproceeds of $249,600. The Units were issued to Mr. Roger Dent, adirector of Newlox.

Each Unit consists of $1,200 of principal and 5,000 common sharepurchase warrants (“Warrants”). Each Warrant entitles the holderto purchase one common share at an exercise price of $0.12 per shareuntil May 8, 2028. The debentures bear interest at a rate of 15% perannum calculated and payable quarterly and matures on May 8, 2027. Thedebentures are convertible into common shares at an exercise price of$0.12 per share until May 8, 2027. The proceeds from the financing wasused for the continued milling operations in Costa Rica and generalcorporate purposes.

As Mr. Dent is a director of the company, he is deemed to be a “related party” (as defined in Multilateral Instrument61-101 – Protection of Minority Security Holders in SpecialTransactions (“MI61-101”)) of Newlox and, therefore, theissuance of the Units is a Related Party Transaction (as defined in MI61-101). Newlox is exempt from the formal valuation requirement andthe minority approval requirement under MI 61-101 in respect of theissuance of the Units since, at the time of issuance, the fair marketvalue of the consideration for the Units did not exceed 25% ofNewlox’s market capitalization.

The oversight in communication disclosure for both the debt settlementand financing was regrettable and unintentional, and Newlox is takingsteps to enhance its disclosure processes and procedures.

“We regret any confusion caused by these errors and are fullycommitted to establishing open and accurate communication with ourstakeholders,” said Alexander MacKay, director. “The completedfinancing strengthens our foundation, and we are excited to advanceour mission of lowering expenses, enhancing operations, and greatergovernance.”

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 Information - Theinformation in this news release includes certain information andstatements about management’s view of future events, expectations,plans and prospects that constitute forward-looking information.Although the Company believes that the expectations reflected in theforward-looking information are reasonable, it can give no assurancesthat the expectations of any forward-looking information will prove tobe correct.

We seek safe harbour

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