Euro Sun Closes First Tranche of Previously Announced Private Equity Funding

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TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) — Euro Sun Mining Inc. (TSX: ESM) (“The Euro Sun” or “Company”) is pleased to announce that it has closed the first phase (the “First Tranche”) of its unsold private equity securities of the Company (“A donation“). Following the closing of the First Unit, the Company issued 9,390,038 Company Units (each “Unit” and jointly, “Units”) at a price of C$0.05 per Unit for a total of C$469,501.90. Each unit consists of one common share of the Company (each, “Common Shares”) and one common share purchase warrant (each “Warranty“). Each warrant will entitle the holder to receive one additional Common Share of the Company at an exercise price of C$0.05 per Common Share until November 8, 2026.

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In connection with the closing of the First Tranche, the Company paid an aggregate of $1,400 in cash commissions and 28,000 merchant warrants (the “Broker Guarantees”) to the finder. Each Broker Warrant will entitle its holder to purchase one Common Share at a price of $0.05 for a period of 24 months from the closing date of the First Tranche.

A director of the Company purchased 1,000,000 units under the offering. Placement in such a person includes “making a related party” within the definition Multilateral Instrument 61‑101 ‑Protection of Junior Security Officers from Special Actions (“MI 61‑101“). The Company relies on the exemption from the statutory measurement and minority shareholder approval requirements of MI 61-101 contained in section 5.5(a) and 5.7(1)(a) of MI 61-101 regarding the participation of a related party in the designation as or fair market value (as determined under MI 61-101) of the title, or the fair market value of the consideration, in relation to the transaction, as related parties are involved, does not exceed 25% of the market capitalization of the Company (as determined under MI 61-101). More information will be included in the change report to be filed by the Company. A material change report cannot be filed more than 21 days prior to the closing of the placement due to the timing of the announcement of the private placement and the closing of the Offer.

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Euro Sun intends to use the proceeds of the Offering to develop its Rovina Valley Project and for general corporate purposes.

The securities issued under the First Tranche are subject to a holding period ending on March 9, 2025.

Information about the company Euro Sun Mining Inc.

Euro Sun Mining is a publicly listed development-grade mining company focused on unlocking value through the responsible development of the Rovina Valley Project, one of Europe’s largest gold-copper projects.

Further information:

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

A warning about forward-looking information:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the closing of the First Phase, the closing of other tranches under the Offering and the use of the proceeds of the Offering. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including. the risks that exist in the mining industry and the risks described in the Company’s public disclosures available under the Company’s profile on SEDAR+ at www.sedarplus.ca and the Company’s website at www.eurosunmining.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results to differ from those expected, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events may differ materially from those anticipated in such statements. Therefore, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update any forward-looking information, except in accordance with applicable securities laws.

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The TSX accepts no responsibility for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any 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 “US Securities Act”), or any state securities laws and may not be offered or sold within the United States or, or for the account of or benefit US persons (as defined in Regulation S under the 1933 Act) in the absence of such registration or an applicable exemption from such registration requirements.

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