Mr. Grant Sboros reports

EURO SUN MINING ANNOUNCES NON-BINDING MOU FOR US$400 MILLION SENIOR DEBT FACILITY AND TERM SHEET FOR US$3 MILLION STRATEGIC EQUITY INVESTMENT

Euro Sun Mining Inc. has entered into a non-binding memorandum of understanding dated Sept. 3, 2026, with Macquarie Bank Ltd. and Trafigura Pte. Ltd. Under the terms of the MoU, the parties will work together on a proposed senior project finance facility of up to $400-million (U.S.) to support the development of the company's Rovina Valley gold-copper project in Romania.

Under the MoU, Macquarie and Trafigura will work together during an 18-month mandate period to conduct due diligence, develop a financing structure and seek internal approvals required to deliver a commitment letter for arranging, syndicating and underwriting the facility. While the MoU represents a binding agreement between the parties for appointment and process, the MoU does not constitute a financing commitment and any facility remains subject to successful completion of due diligence, internal approvals and execution of definitive documentation.

The MoU includes customary exclusivity provisions during the mandate period, a right of first refusal for Macquarie to participate in up to 15 per cent of any qualifying alternative financing transaction during the term of the MoU and for 12 months following termination and standard cost reimbursement, confidentiality and indemnity provisions.

Private placement

Separately, Euro Sun has agreed to a term sheet with Urion Investments Holdings Ltd., a Trafigura Group company, for a $3-million (U.S.) strategic equity investment, subject to certain conditions. Under the proposed terms of the offering, Urion would subscribe for approximately 21.5 million units at 19 Canadian cents per unit. Each unit shall consist of one common share of the company and one-half of one common share purchase warrant. Each warrant shall be exercisable to acquire one common share at a price of 40 cents per share for 48 months from the closing of the offering.

Closing of the offering is expected to occur on or about Sept. 4, 2026. All securities issued in connection with the offering will be subject to a statutory hold period of four-months and one day. Completion of the offering is subject to a number of conditions, including without limitation, receipt of Toronto Stock Exchange approval, board approval, execution of definitive agreements and other customary conditions.

The company intends to use the net proceeds of the offering for the Rovina Valley project and general corporate purposes.

The MoU and term sheet are non-binding and intended solely as a basis for further discussion. Any financing or investment transaction remains subject to negotiation and execution of definitive agreements. The MoU and offering are supplementary to and do not alter or replace, the existing $200-million (U.S.) commitment from Trafigura, which remains in full force and effect on its current terms.

"The signing of this MoU with Macquarie and Trafigura, alongside the strategic equity investment by Trafigura, represent a significant milestone for the Rovina Valley project. Together with our existing arrangements, these agreements establish a substantial portion of the financing framework contemplated to advance the project toward construction, subject to securing the remaining financing and support our continued commitment to shareholders," says Grant Sboros, chief executive officer of Euro Sun.

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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