Euro Sun Closes First Tranche of Previously Announced Private Placement Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, Nov. 08, 2024 (GLOBE NEWSWIRE) -- Euro Sun Mining Inc., (TSX: ESM) (“Euro Sun” or the “Company”) is pleased to announce that it has closed the first tranche (the “First Tranche”) of its previously announced non-brokered private placement financing of units of the Company (the “Offering”). Pursuant to the closing of the First Tranche, the Company issued 9,390,038 units of the Company (each a “Unit” and collectively, the “Units”) at a price of C$0.05 per Unit for gross proceeds of C$469,501.90. Each Unit consists of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share of the Company at an exercise price of C$0.05 per Common Share until November 8, 2026.

In connection with closing of the First Tranche, the Company paid an aggregate amount of $1,400 in cash commissions and 28,000 broker warrant’s (the “Broker Warrants”) to a finder. Each Broker Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.05 for a period of 24 months from the date of the closing of the First Tranche.

A director of the Company purchased 1,000,000 Units under the Offering. The placement to such person constitutes a “related party transaction” within the meaning Multilateral Instrument 61‑101 ‑Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). Further details will be included in a material change report to be filed by the Company. The material change report will not be filed more than 21 days prior to closing of the placement due to the timing of the announcement of the private placement and closing of the Offering.