Euro Sun Mining Announces Signed Term Sheet FOR up to US$200M Facility
EURO SUN MINING ANNOUNCES SIGNED TERM SHEET FOR UP
TO US$200M FACILITY
Toronto, Ontario – June 20, 2025 – Euro Sun Mining Inc. (TSX: ESM) (“Euro Sun” or the
“Company”) is delighted to announce that on June 20, 2025, the Company has agreed in
principle to the terms and conditions (the “ Term Sheet”) for a copper concentrates
prepayment facility of up to US$200m (the “ Facility”) offered by Trafigura Pt e Ltd. (the
“Lender”), subject to conditions summarised below . This Facility is aimed to secure the
financial requirements needed by the Company to complete all necessary permitting and
further investment over the next 18 months to advance the Rovina Valley copper-gold project
(the “Project”). The Lender intends to assist in syndication of a consortium to provide the
Company with additional debt component of up to US$200m upon reaching the construction
phase of the Company’s Rovina Valley Project.
Mr. Grant Sboros, CEO of Euro Sun, commented: “We are very pleased to have signed this
term sheet that we believe could significantly strengthen our financial position. We are
working to obtain financial security for all our stakeholders, and a clear financial roadmap to
support our strategic growth and advance the long-term vision for our Rovina Valley Project.
As per our previous press release, the Company is advancing with its environmental impact
assessment submission and that will be followed with close engagement with Romanian
officials to get the legislative outcome the project requires. Together with our strategic status
granted and our financial position closer to being secured, we are on the cusp of being fully
equipped to deliver this project for people of Romania and Europe’s benefit.”
Ross Ridgway, Head of Copper at Trafigura, commented: “ We are pleased to support Euro
Sun in advancing the Rovina Valley Project, home to the second -largest copper and gold
deposits in Europe. As global demand for copper continues to grow—driven by electrification
and industrialisation—the need for secure, sustainable new sources of supply has rarely been
more important.”
Other Terms
Pursuant to the Term Sheet, US$2.5m may be drawn down within 16 months from the first
availability date agreed by the parties following completion of the applicable Definitive
Agreement (the “First Availability Date”) (“Tranche A”), an additional US$17.5m may be
drawn down within 16 months from the First Availability Date (“ Tranche B”), and the final
US$180m may be drawn down within 18 months from the First Availability Date (“ Tranche
C”), in each case provided several conditions have been satisfied , including, amongst other
things, the execution of the D efinitive Agreements (defined below), the finalisation of due
diligence to the Lender’s satisfaction, and the Project being fully funded. Drawdowns under
Tranche A and Tranche B shall be repayable on June 30, 2027 (subject to an automatic
extension in certain circumstances); drawdowns under Tranche C shall be repayable on June
30, 2031. Subject to a capitalization option, interest is payable quarterly by the Company on
the outstanding amount owing under the Facility, calculated based on a market rate of
interest. The Company has also agreed to enter into a binding offtake agreement (the
“Offtake Agreement ”) providing for offtake volumes of up to 100% of commercial
production for between seven and nine years or until minimum aggregate quantity of
specified tonnages has been delivered.
Warrants
In addition, the Company has agreed to issue a number of warrants (the “Warrants”) equal to
40% of the aggregate amount drawn down under Tranche A and Tranche B. Each Warrant
shall entitle the Lender to acquire one common share at a price of $0.50 per Warrant until
June 30, 2029, provided the Lender may elect a net cash settlement option, which shall be
subject to certain payment deferral rights.
The proposed transactions described in the Term Sheet (the “Transactions”) are arm’s length
for purposes of the policies of the Toronto Stock Exchange (“ TSX”). Completion of the
Transactions is subject to a number of conditions, including (i) execution of binding
definitive documentation, including an agreement governing the Facility, guarantees, Warrant
certificates, the Offtake Agreement, and security documents, each of which will contain
customary provisions, representations, warranties, covenants, events of default, and
indemnities for the Transactions (collectively, the “ Definitive Agreements”), (ii) completion
by the Lender to its satisfaction, in its sole discretion, of its due diligence, (iii) receipt by the
Company of all requisite corporate and regulatory approvals, including from the TSX, and
(iv) other closing conditions customarily found in transactions similar to the Transactions.
There can be no guarantees that the Transactions will be completed as contemplated or at all.
Except as set out below respecting the Settlement (defined below), no finder’s fees are
payable in connection with the Transactions.
The Company anticipates that Tranche A of the Facility will be available to the Company in
mid to late June 2025, with the Definitive Agreements for the other Transactions to be
executed in the coming weeks thereafter.
Shares for Debt Settlement
In connection with the Transactions, the Company also announces today that it has entered
into a settlement agreement dated June 19 , 2025 (“ Settlement Agreement ”) with Heart
Capital Group Ltd. (“Heart”) in connection with an engagement letter dated March 29, 2025
(the “ Letter Agreement”). Pursuant to the Letter Agreement, the Company agreed to pay
Heart a placement fee of 7% of the principal amount of any financing arranged by Heart from
persons introduced by it to the Company.
Pursuant to the Settlement Agreement, Heart and Euro Sun agreed to a mutual release of
claims and to settle any and all issues between the parties relating to the Letter Agreement in
exchange for the Company issuing to Heart 1 million of its common shares (the “ Common
Shares”) at a deemed price of $0.125 per share, based on the closing price of the shares on
the TSX on June 19, 2025 (the “Settlement”).
The Settlement remains subject to closing of the Facility and the approval of the TSX. In
accordance with applicable securities laws, the Common Shares issued pursuant to the
Settlement will be subject to a four month and one day hold period.
Appointment of Corporate Secretary
The Company is also delighted at this time to announce the appointment of Mr. Aaron Atin as
our new Corporate Secretary. As a highly experienced corporate lawyer dealing in securities
law, commercial transactions and legal counsel for mining, we welcome the value that Mr.
Atin will contribute at this important time for Euro Sun. Mr. Atin replaces Mr. Kenny Choi
who previously resigned.
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 Project located in west -central Romania,
which hosts the second largest copper & gold deposit in Europe. Already granted European
strategic status, the Rovina Valley Project is expected to unlock much needed investment and
job creation in Hunedoara County and will deliver critical minerals necessary for Europe’s
green energy transition.
Further information:
For further information about Euro Sun, or the contents of this press release, please contact
Investor Relations at [email protected].
Caution regarding 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 Transactions and the Settlement, including the Company’ s ability to
enter into the Definitive Agreements and complete all or any part of the Transactions and
close the Settlement, the receipt of corporate and regulatory approvals, and other matters
related thereto. Forward -looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of activity,
performance or achievements of the Company to be materially different from those expressed
or implied by such forward -looking information, including receipt of necessary approvals;
general business, economic, competitive, political and social uncertainties, both in Romania
and the European Union ; future commodity prices and market demand; accidents, labour
disputes and shortages; risks inherent in the mining industry; and other risks described in the
public disclosure of the Company which is available under the profile of the Company on
SEDAR+ at www.sedarplus.ca and on 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 forward-looking information, there may be
other factors that cause results not to be as anticipated, estimated or intended. There can be
no assurance 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 forward -looking information. The Company does not
undertake to update any forward -looking information, except in accordance with applicable
laws.