Mr. Grant Sboros reports

EURO SUN ENTERS INTO MULTI-FACILITY AGREEMENT WITH TRAFIGURA TO SECURE UP TO US$200M FOR DEVELOPMENT OF ROVINA VALLEY COPPER-GOLD PROJECT

Euro Sun Mining Inc. has entered into definitive agreements to amend and restate the predevelopment facility agreement that the company executed with Trafigura Pte. Ltd., effective July 10, 2025, to secure up to $200-million (U.S.) toward the advancement of and future construction at the Rovina Valley copper-gold project in Romania. Trafigura intends to assist the company in sourcing additional financing upon reaching the construction phase of the project.

Key terms

Pursuant to the multifacility agreement, the first tranche (tranche A) was fully drawn down in mid-2025. An additional $17.5-million (U.S.) tranche (tranche B) may be drawn down by June 30, 2027, and the final $180-million (U.S.) may be drawn down by June 30, 2031 (tranche C), in each case provided several conditions have been satisfied, including, among others, completion of requisite land purchases and environmental and social impact assessments and receipt by the company of regulatory authorizations. Drawdowns under tranche A and tranche B are repayable on June 30, 2027 (subject to automatic extensions in certain circumstances); drawdowns under tranche C are repayable on June 30, 2031. Subject to a capitalization option, interest is payable quarterly on the outstanding amount owing under the facility, calculated based on a market rate of interest. The facility is secured by all present and after-acquired assets of the company and its subsidiaries.

Warrants

In addition, the company has issued 22 million warrants to Trafigura, of which 2.75 million vested immediately, 2.20 million vest upon a drawdown under tranche B and the remaining 17.05 million vest upon a drawdown under tranche C. Each warrant entitles Trafigura to acquire one common share at a price of 50 cents per warrant until June 30, 2029, provided Trafigura may elect a net cash settlement option, which shall be subject to certain payment deferral rights.

The proposed transactions described in the multifacility agreement are arm's length for purposes of the policies of the Toronto Stock Exchange. The issuance of the warrants is subject to receipt by the company of final Toronto Stock Exchange approval. No finders' fees are payable in connection with the transactions.

Grant Sboros, chief executive officer of Euro Sun, commented: "I am very pleased to report that we have worked hard alongside Trafigura to secure the $200-million (U.S.) facility. Securing this funding marks an important milestone in reinforcing our balance sheet and progressing our short- and long-term development strategy, and will be instrumental in advancing our flagship Rovina Valley copper-gold project."

About Euro Sun Mining Inc.

Euro Sun is a Toronto Stock Exchange-listed mining company focused on the exploration and development of its 100-per-cent-owned Rovina Valley project located in west-central Romania, which hosts the second-largest copper and gold deposit in Europe. Already granted European strategic status, the Rovina Valley project is expected to unlock much needed investment and job creation in Hunedoara county and will deliver critical minerals necessary for Europe's green energy transition.

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