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Euro Sun Mining Inc. (TSX: ESM,OTC:CPNFF) ("Euro Sun" or the "Company") is pleased to announce that it has entered into a non‑binding Memorandum of Understanding ("MoU") dated September 3, 2026 with Macquarie Bank Limited ("Macquarie") and Trafigura PTE LTD ("Trafigura"). Under the terms of the MoU, the parties will work together on a proposed senior project finance facility of up to US$400 million (the "Facility") 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% 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.
Separately, Euro Sun has agreed to a term sheet with Urion Investments Holdings Limited ("Urion"), a Trafigura Group company, for a US$3 million strategic equity investment (the "Offering"), subject to certain conditions. Under the proposed terms of the Offering, Urion would subscribe for approximately 21.5 million units (each, a "Unit") at C$0.19 per Unit. Each Unit shall consist of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share at a price of C$0.40 per share for 48 months from the closing of the Offering.
Closing of the Offering is expected to occur on or about September 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 US$200 million 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, CEO 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%-owned Rovina Valley Project located in west-central Romania, which hosts the second largest copper & 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.
Further information:
For further information about Euro Sun, or the contents of this press release, please contact Investor Relations at info@eurosunmining.com.
Caution regarding forward-looking information:
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the MoU and Offering, particularly in respect of the potential arrangement of a senior debt facility, the potential completion of the proposed equity investment, and the Company's expectations for the use of net proceeds and the Rovina Valley Project more generally. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, including: the risk that the MoU or term sheet may not result in definitive agreements; the risk that necessary approvals, including Toronto Stock Exchange approval, may not be obtained; general business, economic, competitive, political and social uncertainties in Romania and the European Union; future commodity prices and market demand; accidents, labour disputes and shortages; risks inherent in the mining industry; and other risks described in the Company's public disclosure. Undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. 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 December 31, 2025, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.
Should one or more of these risks or uncertainties materialize, 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 do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
