Euro Sun Enters into Financing Arrangement and Provides Permitting Update
News Release
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EURO SUN ENTERS INTO FINANCING ARRANGEMENT AND PROVIDES
PERMITTING UPDATE
Not for Distribution to United States Newswire Services or for Dissemination in the United
States
TORONTO, February 22, 2022 -- Euro Sun Mining Inc. (TSX: ESM) (“Euro Sun ” or the
“Company”) is pleased to announce that it has entered into a convertible security funding
agreement (the “Agreement”) with Lind Global Fund II, LP, an investment entity managed by The
Lind Partners, a New York based institutional fund manager (together “Lind”), providing for an
initial principal amount of $3. 5 million and a potential additional amount of up to $1.5 million
(collectivity, the “Loan Amount”) of convertible securities (the “Convertible Securities”) that will be
due two years from the date of issuance . All amounts are in Canadian dollars unless otherwise
indicated.
Euro Sun intends to use the funding for development expenditures at its Rovina Valley Project
and for general and corporate working capital purposes.
Scott Moore, CEO stated, “We are pleased to have The Lind Partners support Euro Sun as we
continue to make significant progress on permitting the Rovina Valley Project . Our updated
feasibility study outlines a robust long-life project adhering to the highest environmental standards
and utilizing zero cyanide. W e look forward to continued success in advancing all the required
permitting for construction.”
Under the terms of the Agreement, t he drawn Loan Amount will accrue simple interest at a rate
of 10% per annum. At the first closing, the Company will receive $3.5 million less a closing fee of
$122,500 (the “Initial Loan Amount”). The Company will issue to Lind a Convertible Security with
a face value of $4.2 million (the “Initial Loan Face Value”), which includes pre- paid interest of
$700,000, as set out in the Agreement . Subject to mutual agreement among Lind and the
Company and certain other conditions, upon the request of Euro Sun, Lind may provide a second
tranche of up to $1.5 million on the same terms and conditions as the Initial Loan Amount.
Lind will have the option to convert the Convertible Securit ies into common shares of Euro Sun
(“Shares”) at a price per Share equal to 85% of the five-day volume weighted average share price
(“VWAP”) immediately prior to each conversion (the “ Conversion Price” ). Subject to certain
conditions, Lind will be entitled to convert up to 1/ 24th of the Initial Loan Face Value per month
into Shares.
In the event that the Conversion Price is below the Company ’s chosen floor price of $0.10, the
Company will have the option to repay that conversion in cash (plus a 5% premium), in lieu of
issuing Shares.
Euro Sun has the right to buy -back the outstanding face value of the Loan Amount at any time
with no penalty. If Euro Sun elects to exercise its buy -back rights, Lind will have the option to
convert up to 33% of such face value.
Concurrently with the funding of the Initial Loan Amount, Lind will be issued 7,947,321 warrants
of the Company (the “Warrants”). The Warrants will be exercisable for 48 months from the date
of their issuance, subject to acceleration, with a warrant exercise price equal to $ 0.28626, being
130% of the 20-day VWAP of the Shares, immediately prior to execution of the Agreement.
News Release
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The Convertible Security will be (i) secured against all of the assets and property of the Company
pursuant to a general security agreement and (ii) guaranteed by SAMAX Romania Limited , a
wholly-owned subsidiary of the Company organized under the laws of Cyprus , which will also
provide a share pledge agreement in favour of Lind.
The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the common shares
underlying the Convertible Securities and the Warrants on the TSX. The listing is subject to the
Company fulfilling all of the requirements of the TSX on or before March 7, 2022. Funding of the
Initial Loan Amount is expected to be completed on or before February 25, 2022.
Permitting Update
The Company is currently completing the final draft of the Planul Urbanistic Zonal (PUZ, Urban
Zoning Plan) and expects to file with the County of Hunedoara in the coming weeks. Following
submittal there is a mandatory 45 day waiting period before the public audience can be held on
the Strategic Environmental Assessment (“SEA”) organized by the environmental protection
agency of Hunedoara County. The SEA is the environmental opinion on the PUZ and incorporates
approvals from approximately seventeen government bodies and institutions. We expect a
positive decision on the SEA and final approval of the PUZ in late Q2 or early in Q3 2022. Once
the PUZ has been approved, submittal of the notification to complete the Environmental Impact
Assessment (EIA) procedure will be filed with the Ministry of Environment.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy
the securities described herein. The securities offered have not been registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable
state securities laws, and may not be offered or sold to, or for the account or benefit of,
persons in the United States or U.S. persons (as both such terms are defined in Regulation
S promulgated under the U.S. Securities Act) absent registration or an applicable
exemption from such registration requirements. This press release shall not constitute an
offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities
offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
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.
For further information about Euro Sun Mining, or the contents of this press release, please
contact Investor Relations at [email protected].
About The Lind Partners
The Lind Partners manages institutional funds that are leaders in providing growth capital to small-
and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Lind’s funds
make direct investments ranging from US$1 to US$30 million, invest in syndicated equity offerings
and selectively buy on market. Having completed more than 100 direct investments totaling over
US$1 Billion in transaction value, Lind’s funds have been flexible and supportive capital partners
to investee companies since 2011.
www.thelindpartners.com
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Caution regarding forward-looking information:
This press release contains statements which constitute “forward-looking information” within the
meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs
and current expectations of the Company with respect to future business activities and operating
performance. Forward-looking information is often identified by the words “may”, “would”, “could”,
“should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions
and includes information regarding the Company ’s proposed use of proceeds , the ability of the
Company to secure any portion of the Loan Amount , the ability of the Company to obtain final
approval of the TSX, the timing for closing the first tranche of funding and the funding timeline.
Investors are cautioned that forward- looking information is not bas ed on historical facts but
instead reflect management’s expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of management considered reasonable
at the date the statements are made. Although the Company believes that the expectations
reflected in such forward-looking information are reasonable, such information involves risks and
uncertainties, and undue reliance should not be placed on such information, as unknown or
unpredictable factors could have material adverse effects on future resul ts, performance or
achievements of the Company. This forward-looking information may be affected by risks and
uncertainties in the combined business of the Company and market conditions , including (1) a
significant change in market price; (2) there being no significant disruptions affecting the
Company’s operations whether due to extreme weather events and other or related natural
disasters, labor disruptions, supply disruptions, power disruptions, damage to equipment or
otherwise; (3) permitting, development, operations and production for the Rovina Valley Project
being consistent with the Company ’s expectations; ( 4) political and legal developments in
Romania being consistent with current expectations; ( 5) certain price assumptions for gold and
copper; (6) prices for diesel, electricity and other key supplies being approximately consistent with
current levels; (7) the accuracy of the Company’s mineral reserve and mineral resource estimates;
and (8) labor and materials costs increasing on a basis consistent with the Company ’s current
expectations. This information is qualified in its entirety by cautionary statements and risk factor
disclosure contained in filings made by the Company with the Canadian securities regulators,
including the Company’s annual information form, financial statements and related MD&A for the
financial year ended December 31, 2020 filed with the securities regulatory authorities in certain
provinces of Canada and available at www.sedar.com.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying
the forward-looking information prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed, estimated or expected. Although
the Company has attempted to identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that cause results not to be as
anticipated, estimated or intended. The Company does not intend, and do not assume any
obligation, to update this forward-looking information except as otherwise required by applicable
law.
The TSX does not accept responsibility for the adequacy or accuracy of this news release .