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 info@eurosunmining.com.
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.
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