Euro Sun Mining Announces Receipt of Waivers and Closing of First Tranche of Offering
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EURO SUN MINING ANNOUNCES RECEIPT OF WAIVERS AND
CLOSING OF FIRST TRANCHE OF OFFERING
August 9, 2023
Toronto, Ontario
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Euro Sun Mi ning Inc., (TSX: ESM) (“Euro Sun” or the “ Company”) is pleased to announce
that it has signed an agreement with Lind Global Fund II, LP , an investment entity managed by
The Lind Partners, a New York based institutional fund manager (together, “Lind”) to issue
12,500,000 warrants of the C ompany (the “Warrants”) in exchange for L ind’s waiver of i ts (a)
ongoing conversion rights under the t wo convertible security funding agreements (together, the
“CSFAs”) and (b) its right to receive common shares o f the Company (the “Common Shares”)
should the Company elect to buy-back the amounts outstanding under the CSFA, in each case
for the period between July 31, 2023 to August 28, 2023 (together, the “Waivers”).
Each Warrant will entitle Lind to acquire o ne additional Common Share of the Company at an
exercise price of C$0.05 per Common Shar e until August 9, 2026. Furthermore, the Warrants
may not be exercised un til December 9, 2026, unless the closing price of the Common Shares
is $0.075 or higher or ther e is a change of control of the Company. The exercise price o f the
Warrant is the same as the p rice per Common Share in the offering o f Common Shares
announced by the Company on July 25, 2023 (the “Offering”).
The Company intends to use the proceeds of the Offering to repay the outstanding convertible
securities. The Company appreciates Lind’s cooperation to grant the Waivers and believes the
Waivers are in the best in terest of shareholders as it enables the Company to repay the
outstanding amounts under the CSFAs , in full, in cash and reduce potential dilution to
shareholders.
First Tranche Closing
The Company is also pleased to announce that it has closed its first tranche of the Offering for
gross proceeds of C$1 50,000.00, subject to the approval of the Toronto Stock Exchange (the
“First Tranche”).
Pursuant to the First Tranche, the Company issued 3,000,000 Common Shares at a price of
C$0.05 per Common Share. No finder fees were paid in connection with the Closing of the First
Tranche. The Common Shares issued under the First Tranche are subject to a statutory hold
period ending four months and one day from the closing date of the First Tranche. The
Company anticipates closing additional tranches under the Offering.
The Company intends to use the proceeds of the First Tranche to advance the Rovina Va lley
Project and for general corporate purposes.
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 proj ect 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 t his press release, ple ase
contact Investor Relations at [email protected]
Caution regarding forward-looking information:
This pre ss rele ase contains "forward -looking i nformation" within the meaning of a pplicable
Canadian sec urities legislation. Forward -looking information i ncludes, w ithout limitat ion,
statements r egarding the Waivers, the Offering and further tranches, use of proceeds of the
Offering and the repayment of the amounts due under the CSFAs . Forward-looking information
is subject to known a nd unknown risks, unce rtainties and other factors that may cause the
actual results, level of activity, performance or achievements of t he Company t o be materially
different from t hose expressed or implied by s uch forward-looking information, including ris ks
inherent in the min ing industry and ris ks described in the public disclosure of the Company
which is availa ble under the prof ile of t he Company o n SEDAR+ at www.sedarplus.ca and on
the Company's website at www.eurosunmining.com. Although the Company has attemp ted to
identify important factors that could cause actual results to differ materially from those contained
in forward -looking information, there may be other factors th at cause results not to be as
anticipated, estimated or intended. Th ere can be no assur ance that such information will prove
to be accurate, as actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on fo rward-looking
information. The Company do es not undertake to update any forward -looking inform ation,
except in accordance with applicable securities laws.
The TSX does not accept responsibility for the adequacy or accuracy of this news release.
This news release does not cons titute an offer to sell or a solicitation of an offer to buy any of
the securities in th e United States. The secu rities of the Company have not been and will not
be registered under the United States Securities Act of 1933, as amended (the “U.S. Se curities
Act”), or any state securities laws and may not be offered or sold wit hin the United States or to,
or for the account or benefi t of U.S . persons (as defined in Regulation S under the 1 933 Act)
absent such registration or an applicable exemption from such registration requirements