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 (the
“
Offering”). An aggregate of 41,790,000 common
shares (the “
Common Shares”) were sold under the
First Tranche at a price of C$0.05 per Common Share for aggregate
gross proceeds of approximately C$2,089,500.
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.
In addition, as previously announced, certain
changes were made to the board of directors effective as at closing
of the Offering. The board of directors of the Company currently
consists of Danny Callow, David Danziger, Bruce Humphrey, Scott
Moore, Paul Perrow, Neil Said and Grant Sboros.
The Offering and the closing of the First
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. All securities issued and issuable in
connection with the Offering are subject to a hold period of four
months plus one day from the date of issuance. No finders’ fees
were paid in connection with the closing of the First Tranche.
Secured Lending Facilities
Euro Sun is further pleased to announce that it
has entered into a waiver and consent agreement (the
“Waiver Agreement”) with its secured lender, Lind
Global Fund II, LP (“Lind”) on a conditional
basis. Pursuant to the Waiver Agreement, Lind has agreed to waive,
for a period of six months from the date of closing of the
Offering, certain rights pertaining 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 “CSFAs”). These
rights include: (i) the right of Lind to terminate the CSFAs in
respect of a change of control event, and (ii) a historical event
of default in respect of overdue and unpaid liabilities of Euro Sun
in the amount of more than $250,000. Under the CSFAs, an event of
default arises where there is a “Change of Control Event” which
includes: (a) a change in the composition of the board of directors
of the Company where more than 50% of the individuals that were
directors at the date of the CSFAs cease to be continuing
directors; and, (b) any of the individuals who are the Chief
Executive Officer or Chief Financial Officer of the Company at the
date of the CSFAs cease to hold such position. This waiver allows
Euro Sun to have flexibility to implement changes in management. In
addition, Euro Sun intends to take steps to make all indebtedness
current or otherwise restructure its indebtedness to satisfy the
terms and conditions of the CSFAs.
The Waiver Agreement is conditional on the
directors undertaking to: (i) call and hold a meeting of
shareholders on or before January 31, 2023 (the
“Meeting”); (ii) present a resolution at the
Meeting for the approval of Lind, or its affiliate(s), being
entitled to receive shares of the Company beyond the share maximum
imposed by the Toronto Stock Exchange in connection with the CSFAs;
and, (iii) vote all shares of Euro Sun over which they have
direction and control in favour of these matters at the Meeting. In
addition, investors in the Offering have also agreed to vote all
shares of Euro Sun over which they have direction and control in
favour of these matters at the Meeting.
Further details will be provided in the
information circular to be sent to shareholders of Euro Sun in
respect of the Meeting which will be posted under the Corporation’s
profile on www.sedar.com.
Resignation of CEO
The Company also announces that, effective
November 30, 2022, Scott Moore has resigned as Chief Executive
Officer of the Company. Grant Sboros has been appointed Chief
Executive Officer effective November 30, 2022. Grant Sboros has
been appointed as a director and Scott Moore will continue as a
director of the Corporation.
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 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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