ESM Euro Sun Mining Inc

Euro Sun Mining Inc., (TSX: ESM) (“Euro Sun” or the “Company”) is pleased to announce that it has closed a second tranche (the “Second Tranche”) of its previously announced non-brokered private placement financing of units of the Company (the “Offering”). Pursuant to the closing of the Second Tranche, the Company issued 15,863,907 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$793,195.35. 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 two years from the issue date. No finder’s fees were paid in connection with closing of the Second Tranche.

Directors and officers of the Company purchased in aggregated 9,529,426 Units under the Second Tranche. Each placement to such persons 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.

Euro Sun intends to use the proceeds of the Offering for the advancement of its Rovina Valley Project and for general corporate purposes.

The securities issued under the Second Tranche are subject to a hold period that expires four months plus one day from the date of issuance. The Company has received conditional approval from the TSX to extend the closing date of the Offering until January 16, 2025.

About Euro Sun Mining Inc.

Euro Sun Mining is a publicly listed development-stage mining company focused on unlocking value through the responsible development of the Rovina Valley Project, one of Europe’s largest copper gold projects.

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 closing of the Second Tranche, closing of further tranches under the Offering and use of proceeds of the Offering. 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 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