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Euro Sun Announces $2.365 Million Private Placement

Euro Sun Mining Inc.
Euro Sun Mining Inc.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, Nov. 11, 2022 (GLOBE NEWSWIRE) -- Euro Sun Mining Inc., (TSX: ESM) (“Euro Sun” or the “Company”) is pleased to announce that it intends to complete a non-brokered private placement financing of up to 47,300,000 common shares of the Company (the “Common Shares”) at a price of C$0.05 per Common Share for gross proceeds of up to C$2,365,000 (the “Offering”).

Closing of the full Offering is expected to occur on or about November 18, 2022. All securities issued in connection with the Offering will be subject to a statutory hold period of four-months and one day. Completion of the Offering is subject to a number of conditions, including without limitation, receipt of Toronto Stock Exchange approval and a satisfactory waiver from the Corporation’s secured lender as discussed below.

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

Change of Directors

Upon closing of the Offering, Eva Bellissimo and Peter Vukanovich will resign as directors of the Company, to be succeeded by Grant Sboros and Neil Said. After giving effect to the foregoing, the continuing members of the board of directors of the Company will be Danny Callow, David Danziger, Bruce Humphrey, Scott Moore, Paul Perrow, Neil Said and Grant Sboros.

The Company thanks Ms. Bellissimo and Mr. Vukanovich for their contributions and wish them well in their future endeavours.

Neil Said is a business executive and corporate securities lawyer who works as for various Toronto Stock Exchange, TSX Venture Exchange and Canadian Securities Exchange-listed companies in the mining, oil & gas, cannabis and technology industries.  Mr. Said also sits on the board of directors of various public and private companies. He previously worked as a securities lawyer at a large Toronto corporate law firm, where he worked on a variety of corporate and commercial transactions. Mr. Said obtained a Juris Doctor from the Faculty of Law at the University of Toronto and he received a Bachelor of Business Administration (Honours) with a minor in Economics from Wilfrid Laurier University.

Grant Sboros worked as the Chief Financial Officer of Katanga Mining Limited from 2017 to 2019 when he was appointed as Executive Director of Forbes Manhattan looking after Africa Mining assets. From 2013 to 2017 he was DCFO of Mopani Copper Mines PLC. From 2007 until 2013 Grant was Head of Auditing as a Deloitte partner in Mozambique. He is a Chartered Accountant and holds an Honors degree in Accounting Science from the University of South Africa. Mr. Sboros has extensive mining experience in Africa in both operations and finance.

Calling of Shareholder Meeting

Euro Sun intends to shortly call a meeting of the shareholders of the Company (the “Meeting”). The Meeting will be held as promptly as possible and will seek shareholder approval for the election of a slate of directors and other corporate business. Further announcements will be made.

Secured Lending Facility

Euro Sun is further pleased to announce that it is in discussion with its secured lender, Lind Global Fund II, LP (“Lind”), regarding a waiver for any possible events of default pursuant to the Convertible Security Funding Agreement dated February 18, 2022 and a Convertible Security Funding Agreement dated July 8, 2022 each between Euro Sun and Lind (collectively, the “CFA’s”).   It is anticipated that delivery of this waiver will be conditional on closing of the Offering. Further announcements will be made.

About Euro Sun Mining Inc.

Euro Sun is a Toronto Stock Exchange listed mining company focused on the exploration and development of its 100%-owned Rovina Valley gold and copper project located in west-central Romania, which hosts the second largest gold deposit in Europe.

Further information:

For further information about Euro Sun Mining, or the contents of this press release, please contact Investor Relations at info@eurosunmining.com.

Caution regarding forward-looking information:

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. In particular, this news release contains forward-looking information pertaining to the following: the likelihood of completion of the Offering, the use of proceeds from the Offering, the anticipated closing date of the Offering, the ability to obtain the necessary regulatory authority and approvals in connection with the Offering; and the existence of possible events of default under the CFSA’s and the discussions with Lind regarding the request for a waiver of such defaults under the CSFA’s.

In making the forward-looking information in this release, Euro Sun has applied certain factors and assumptions that are based on Euro Sun’s current beliefs as well as assumptions made by and information currently available to Euro Sun. Although Euro Sun considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking information in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking information. Such factors include, among others: the inability to obtain the necessary regulatory approvals from the applicable securities regulators or obtain the approval of the Toronto Stock Exchange in connection with the Offering; the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering; the inability of the Company to apply the use of proceeds from the Offering as anticipated; the existence of an event of default under the CFSA’s and the ability to obtain a waiver from Lind in respect of possible events of default under the CSFA’s; the ability of the Company to achieve its corporate objectives or otherwise advance the progress of Euro Sun; risks related to the international operations; the timing and content of work programs; results of exploration activities of mineral properties; the interpretation of drilling results and other geological data; the Company's inability to obtain any necessary permits, consents or authorizations required for its activities; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains; general market and industry conditions; and those risks set out in the Company’s public documents filed on SEDAR.

Readers are cautioned not to place undue reliance on forward-looking information. Euro Sun does not intend, and expressly disclaims any intention 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.

The TSX does not accept responsibility 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 any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.