Euro Sun Announces $2.365 Million Private Placement, Canadian Business Journal

Not intended for distribution to US Newswire services or for distribution within the US

TORONTO, November 11, 2022 (GLOBE NEWSWIRE) — Eurosun Mining Co., Ltd. (TSX: ESM) (“Euro Sun” or the “Company”) holds up to 47,300,000 shares of our common stock (the “common stock”) at a price of CAD 0.05 per common share for an aggregate amount of CAD 2,365,000 (“Recruitment”).

Closing of the full offering is expected to occur on or around November 18, 2022. All securities issued in connection with the offering are subject to a statutory holding period of four months and one day. Completion of the offering is subject to a number of conditions, including, but not limited to, receipt of Toronto Stock Exchange approval and satisfactory waiver from our secured lenders, as described below.

Euro Sun intends to use the offering proceeds for general corporate purposes.

Change of directors

Upon completion of the offering, Eva Bellissimo and Peter Bukanovic will resign from the Company’s Board of Directors and will be replaced by Grant Svolos and Neil Said. After the above becomes effective, the continuing members of the Company’s Board of Directors will be Danny Callow, David Danziger, Bruce Humphrey, Scott Moore, Paul Perrault, Neil Said and Grant Svolos.

The company thanks Mr. Verissimo and Mr. Bukanovic for their contributions and wishes them well in the future.

Neil Said is a business executive and corporate securities attorney working with a variety of companies in the mining, oil and gas, cannabis, and technology industries listed on the Toronto Stock Exchange, TSX Venture Exchange, and the Canadian Stock Exchange. Mr. Said is also a member of the boards of various public and private companies. Previously, he worked as a securities attorney at a leading corporate law firm in Toronto, working in a variety of corporate and commercial transactions. Mr. Said holds a Juris Doctor degree from the University of Toronto School of Law, and Wilfrid holds a Bachelor of Business Administration (Hons) from Laurier University with a minor in Economics.

Grant Sboros served as Chief Financial Officer of Katanga Mining Limited from 2017 to 2019 before being appointed Executive Director of Forbes Manhattan, responsible for Africa Mining assets. From 2013 until 2017 he was his DCFO for his Mopani Copper Mines PLC. From 2007 until 2013, Grant was head of the audit department at Deloitte in Mozambique as his partner. He is a Chartered Accountant and holds an honors degree in Accounting Science from the University of South Africa. Mr. Suboros has extensive mining experience in Africa, both operationally and financially.

Convocation of General Meeting of Shareholders

Euro Sun will soon call the general meeting of our shareholders (“meeting”). A shareholders’ meeting is held as soon as possible to seek shareholders’ approval on the election of directors and other corporate affairs. Further announcements will be made.

Secured Loan Scheme

Euro Sun has secured a secured lender Lind Global Fund II, LP (“Lind), with respect to the waiver of possible default under the Convertible Securities Financing Agreement of February 18, 2022 and the Convertible Securities Financing Agreement between Euro Sun and Lind of July 8, 2022, respectively (collectively hand,”CFA’s”). This waiver offer is expected to be contingent on the termination of the offering. Further announcements will be made.

About Euro Sun Mining

Euro Sun is a mining company listed on the Toronto Stock Exchange focused on exploration and development of the 100% owned Rovina Valley gold and copper project located in Midwestern Romania, home to Europe’s second largest gold deposit. is placed.

Further information:

For more information about Euro Sun Mining or the content of this press release, please contact Investor Relations at the following URL: [email protected].

Cautionary Note Regarding Forward-Looking Statements:

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Generally, but not always, forward-looking information and statements such as “plans,” “anticipates,” “anticipates,” “budgets,” “intends,” “estimates,” Identifiable by the use of words. , “intend,” “expect,” or “believe,” or any negative connotations thereof, or variations of such words or phrases, or that a particular action, event, or outcome “may”; “could”, “would”, “could”, or “taken”, “occur”, “achieved” or any negative connotation thereof. In particular, this news release contains forward-looking information regarding: the potential completion of the offering, the use of proceeds from the offering, the expected end date of the offering, and the ability to obtain necessary regulatory and approvals in connection with the offering; His discussion with Lind regarding the existence of the possibility of default under CFSA and the request for waiver of such default under CSFA.

In preparing forward-looking information in this release, Euro Sun made certain factors and assumptions that are based on Euro Sun’s current beliefs and assumptions made by Euro Sun and information currently available to Euro Sun. Applying. While Euro Sun believes these assumptions are reasonable based on currently available information, they may prove to be incorrect and forward-looking information regarding this release may not be made in the future. are subject to a number of risks, uncertainties and other factors that may cause our results to differ. materially from what is expressed or implied in such forward-looking information. Such factors include, among others: failure to obtain necessary regulatory approvals from applicable securities regulators or the Toronto Stock Exchange’s approval in connection with the offering; The occurrence of material adverse changes, disasters, changes in law or other failures that do not meet the termination conditions of the offering. our inability to apply the use of proceeds from the offering as expected; The existence of default events under the CFSA and the ability to obtain waivers from Lind with respect to possible default events under the CSFA. Our ability to achieve company objectives or facilitate the progress of Euro Sun. Risks associated with international operations. Timing and content of the work program. results of exploration activities for mineral properties; interpretation of drilling results and other geological data; failure by us to obtain necessary permits, consents or authorizations for our activities; our inability to anticipate and manage the impact of COVID-19 on our business; This includes, but is not limited to, the impact of COVID-19 on commodity prices, capital market conditions, labor force, international travel and supply chain restrictions. general market and industry conditions; Risks described in our public documents filed with SEDAR.

Readers are cautioned not to place undue reliance on forward-looking information. Euro Sun does not intend, and expressly disclaims any intent or obligation, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. To do.

TSX is not responsible for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or any state securities laws. No such registration or applicable exemption from such registration requirements for the account or benefit of a United States Person (as defined in Regulation S under the Act of 1933).

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