Euro Sun Announces $2.365 Million Private Placement

EURO SUN ANNOUNCES $2.365 MILLION PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

November 11, 2022

Toronto, Ontario

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 [email protected].

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.