ESM Euro Sun Mining Inc

Euro Sun Mining 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 Company (the “Warrants”) in exchange for Lind’s waiver of its (a) ongoing conversion rights under the two convertible security funding agreements (together, the “CSFAs”) and (b) its right to receive common shares of 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 one additional Common Share of the Company at an exercise price of C$0.05 per Common Share until August 9, 2026. Furthermore, the Warrants may not be exercised until December 9, 2026, unless the closing price of the Common Shares is $0.075 or higher or there is a change of control of the Company. The exercise price of the Warrant is the same as the price per Common Share in the offering of 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 interest 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$150,000.00, 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 Valley 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 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 press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding 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 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 risks inherent in the mining industry and 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 securities laws.

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 of the Company 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.