Euro Sun Mining Inc. (TSX: ESM) (“Euro Sun” or the
“Company”) is pleased to announce that it has entered into an
agreement whereby Sprott Capital Partners LP has agreed to act as
lead agent (the “
Lead Agent”) on a best efforts
agency basis in connection with the proposed marketed private
placement offering of up to C$5,010,000 (the
“
Offering”). The Offering will consist of
16,700,000 units of the Company at a price of C$0.30 per Unit (the
“
Issue Price”). Each Unit will consist of one
common share of the Company (a “
Common Share”) and
one-half of one common share purchase warrant (a
“
Warrant”). Each whole Warrant will entitle the
holder thereof to purchase one Common Share at an exercise price of
C$0.38 for a period of 18 months from the date of issuance thereof.
The proceeds of the Offering will be used by the
Company for exploration, and general corporate and working capital
purposes.
In connection with the Offering, the Company
will pay to the Lead Agent a cash commission equal to 6.0% of the
gross proceeds from the sale of the Units. In addition, the Company
shall issue to the Lead Agent such number of compensation warrants
(the “Broker Warrants”) as is equal to 6.0% of the
number of Units sold pursuant to the Offering. Each Broker Warrant
will be exercisable for one Common Share at an exercise price equal
to the Issue Price for a period of 24 months following the closing
of the Offering.
The Offering is scheduled to close on or about
December 21, 2021 and is subject to certain conditions including,
but not limited to, the receipt of all necessary approvals of the
Toronto Stock Exchange (“TSX”).
The securities to be issued under this Offering
will be offered by way of private placement exemptions in all the
provinces of Canada. The Units may also be sold in the United
States pursuant to an exemption from the registration requirements
of the U.S. Securities Act of 1933, as amended (the “1993
Act”), and in such other jurisdictions as may be permitted
such that such sales are completed in manner so as to not require
filing of a prospectus, registration statement, offering memorandum
or similar document nor give rise to any disclosure obligations or
submission to the jurisdiction of such jurisdictions on the part of
the Company.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities have not
been and will not be registered under the 1993 Act or any state
securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
About Euro Sun Mining Inc.
Euro Sun Mining is a Toronto Stock Exchange
listed company focused on unlocking value through the responsible
development of the Rovina Valley Project, one of Europe’s largest
gold copper projects. Euro Sun Mining has clear Environmental,
Social and Governance commitments that are aligned with
internationally recognized standards and goals.
For further information on Euro Sun, please visit the Euro Sun
website at www.eurosunmining.com or contact:
Euro Sun Mining Inc.
Scott Moore, Chief Executive Officer and DirectorBrad Humphrey,
Vice President, Corporate Development info@eurosunmining.com
Caution regarding forward-looking
information:This press release contains “forward-looking
information” within the meaning of Canadian securities legislation.
All information contained herein that is not clearly historical in
nature may constitute forward-looking information. Generally, such
forward-looking information can be identified by the use of
forward-looking terminology such as “will”, “continue”, “provide”,
“present”, “reasonable”, “established”, “has”, “demonstrate”,
“potential”, or variations of such words and phrases or state that
certain actions, events or results “may”, “could”, “would” or
“might”. Forward-looking information includes statements regarding
the Company’s ability to complete the Offering on the terms
announced and to fulfill all conditions precedent, including
obtaining TSX approval, and the use of proceeds of the
Offering.
Although the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in the 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 forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such forward-looking information. Such
forward-looking information has been provided for the purpose of
assisting investors in understanding the Company’s business,
operations and exploration plans and may not be appropriate for
other purposes. Accordingly, readers should not place undue
reliance on forward-looking information. Forward-looking
information is given as of the date of this press release, and the
Company does not undertake to update such forward-looking
information except in accordance with applicable securities
laws.This forward-looking information may be affected by risks and
uncertainties in the combined business of the Company and market
conditions, including (1) there being no significant disruptions
affecting the Company’s operations whether due to extreme weather
events and other or related natural disasters, labor disruptions,
supply disruptions, power disruptions, damage to equipment or
otherwise; (2) permitting, development, operations and production
for the Rovina Valley Project being consistent with the Company’s
expectations; (3) political and legal developments Romania being
consistent with current expectations; (4) certain price assumptions
for gold and copper; (5) prices for diesel, electricity and other
key supplies being approximately consistent with current levels;
(6) the accuracy of the Company’s mineral reserve and mineral
resource estimates; (7) labor and materials costs increasing on a
basis consistent with the Company’s current expectations; (8) use
of proceeds of the Offering; and (9) closing of the Offering and
receipt of all necessary approvals including the approval of the
TSX. This information is qualified in its entirety by cautionary
statements and risk factor disclosure contained in filings made by
the Company with the Canadian securities regulators, including the
Company’s annual information form, financial statements and related
MD&A for the financial year ended 31 December, 2020 filed with
the securities regulatory authorities in certain provinces of
Canada and available at www.sedar.com.
Should one or more of these risks or
uncertainties materialise, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company
has attempted to identify important risks, uncertainties and
factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended. The Company does not intend, and does not
assume any obligation, to update this forward-looking information
except as otherwise required by applicable law.
The TSX does not accept responsibility for the
adequacy or accuracy of this news release.
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