Post by
JJSolidGold on Feb 22, 2022 7:47am
Financing news
Euro Sun Enters Into Financing Arrangement and Provides Permitting Update Tuesday, February 22, 2022, 7:30 AM ET Euro Sun Enters Into Financing Arrangement and Provides Permitting Update Not for Distribution to United States Newswire Services or for Dissemination in the United States TORONTO, Feb. 22, 2022 (GLOBE NEWSWIRE) -- Euro Sun Mining Inc. (TSX: ESM) ("Euro Sun" or the "Company") is pleased to announce that it has entered into a convertible security funding agreement (the "Agreement") with Lind Global Fund II, LP, an investment entity managed by The Lind Partners, a New York based institutional fund manager (together "Lind"), providing for an initial principal amount of $3.5 million and a potential additional amount of up to $1.5 million (collectivity, the "Loan Amount") of convertible securities (the "Convertible Securities") that will be due two years from the date of issuance. All amounts are in Canadian dollars unless otherwise indicated. Euro Sun intends to use the funding for development expenditures at its Rovina Valley Project and for general and corporate working capital purposes. Scott Moore, CEO stated, "We are pleased to have The Lind Partners support Euro Sun as we continue to make significant progress on permitting the Rovina Valley Project. Our updated feasibility study outlines a robust long-life project adhering to the highest environmental standards and utilizing zero cyanide. We look forward to continued success in advancing all the required permitting for construction." Under the terms of the Agreement, the drawn Loan Amount will accrue simple interest at a rate of 10% per annum. At the first closing, the Company will receive $3.5 million less a closing fee of $122,500 (the "Initial Loan Amount"). The Company will issue to Lind a Convertible Security with a face value of $4.2 million (the "Initial Loan Face Value"), which includes pre-paid interest of $700,000, as set out in the Agreement. Subject to mutual agreement among Lind and the Company and certain other conditions, upon the request of Euro Sun, Lind may provide a second tranche of up to $1.5 million on the same terms and conditions as the Initial Loan Amount. Lind will have the option to convert the Convertible Securities into common shares of Euro Sun ("Shares") at a price per Share equal to 85% of the five-day volume weighted average share price ("VWAP") immediately prior to each conversion (the "Conversion Price"). Subject to certain conditions, Lind will be entitled to convert up to 1/24(th) of the Initial Loan Face Value per month into Shares. In the event that the Conversion Price is below the Company's chosen floor price of $0.10, the Company will have the option to repay that conversion in cash (plus a 5% premium), in lieu of issuing Shares. Euro Sun has the right to buy-back the outstanding face value of the Loan Amount at any time with no penalty. If Euro Sun elects to exercise its buy-back rights, Lind will have the option to convert up to 33% of such face value. Concurrently with the funding of the Initial Loan Amount, Lind will be issued 7,947,321 warrants of the Company (the "Warrants"). The Warrants will be exercisable for 48 months from the date of their issuance, subject to acceleration, with a warrant exercise price equal to $ 0.28626, being 130% of the 20-day VWAP of the Shares, immediately prior to execution of the Agreement. The Convertible Security will be (i) secured against all of the assets and property of the Company pursuant to a general security agreement and (ii) guaranteed by SAMAX Romania Limited, a wholly-owned subsidiary of the Company organized under the laws of Cyprus, which will also provide a share pledge agreement in favour of Lind. The Toronto Stock Exchange ("TSX") has conditionally approved the listing of the common shares underlying the Convertible Securities and the Warrants on the TSX. The listing is subject to the Company fulfilling all of the requirements of the TSX on or before March 7, 2022. Funding of the Initial Loan Amount is expected to be completed on or before February 25, 2022. Permitting Update The Company is currently completing the final draft of the Planul Urbanistic Zonal (PUZ, Urban Zoning Plan) and expects to file with the County of Hunedoara in the coming weeks. Following submittal there is a mandatory 45 day waiting period before the public audience can be held on the Strategic Environmental Assessment ("SEA") organized by the environmental protection agency of Hunedoara County. The SEA is the environmental opinion on the PUZ and incorporates approvals from approximately seventeen government bodies and institutions. We expect a positive decision on the SEA and final approval of the PUZ in late Q2 or early in Q3 2022. Once the PUZ has been approved, submittal of the notification to complete the Environmental Impact Assessment (EIA) procedure will be filed with the Ministry of Environment. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein. The securities offered have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons (as both such terms are defined in Regulation S promulgated under the U.S. Securities Act) absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation, or sale would be unlawful. 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. For further information about Euro Sun Mining, or the contents of this press release, please contact Investor Relations at info@eurosunmining.com. About The Lind Partners The Lind Partners manages institutional funds that are leaders in providing growth capital to small- and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Lind's funds make direct investments ranging from US$1 to US$30 million, invest in syndicated equity offerings and selectively buy on market. Having completed more than 100 direct investments totaling over US$1 Billion in transaction value, Lind's funds have been flexible and supportive capital partners to investee companies since 2011. www.thelindpartners.com