Euro Sun Announces Closing of Second Tranche of Private Placement

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TORONTO, Dec. 14, 2022 (GLOBE NEWSWIRE) — Euro Sun Mining Inc. (TSX: ESM) (“Euro Sun” or the “Company”) is pleased to announce that it has closed the second tranche (the “Second Tranche”) of its previously announced non-brokered private placement financing (the “Offering”). An aggregate of 2,500,000 common shares (the “Common Shares”) were sold under the Second Tranche at a price of C$0.05 per Common Share for aggregate gross proceeds of approximately C$125,000.

Euro Sun intends to use the proceeds of the Offering for general corporate purposes. All securities issued in connection with the Offering are subject to a statutory hold period of four-months and one day.

The Offering and the closing of the Second Tranche are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities. No finders’ fees were paid in connection with the Offering.

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 ability of the directors to call and hold the Meeting, the receipt of shareholder approval for the items of business at the Meeting, the anticipated date of the Meeting, the ability to obtain the necessary regulatory authority and approvals in connection with the Waiver Agreement and the Meeting; and satisfaction of the conditions of Lind for the waiver of certain and possible events of default under the CFSA’s and the ability of the Corporation to not have events of default under the CFA’s when the waiver expires.

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 approval of the Toronto Stock Exchange in connection with the Offering, the Meeting and Waiver Agreement; the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to the Waiver Agreement; the inability of the Company to apply the use of proceeds from the Offering as anticipated; the inability to satisfy the conditions to the waiver by Lind of certain and possible events of default under the CFSA’s; the existence of an event of default under the CFSA’s after expiry of the waiver and the inability to obtain a further waiver from Lind in respect of such events of default under the CSFAs; the ability of the Company to achieve its corporate objectives or otherwise advance the progress of Euro Sun; risks related to management changes including the recruitment and retention of individuals with the necessary skills and experience; 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.


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