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Euro Sun Mining Inc. — Management Reports 2025
Mar 29, 2025
45284_rns_2025-03-28_40ab7d69-53a5-46b7-bbc8-1c9db7446021.pdf
Management Reports
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EUROSUN
MINING
Management Discussion and Analysis
For the year ended December 31, 2024
(all amounts in U.S. dollars unless otherwise noted)
Date: March 28, 2025
This Management Discussion and Analysis (“MD&A”) relates to the financial condition and results of operations of Euro Sun Mining Inc. (“Euro Sun” or the “Company”) as at and for the year ended December 31, 2024. This MD&A should be read in conjunction with the Company’s audited consolidated financial statements and related notes as at and for the years ended December 31, 2024 and 2023. The audited consolidated financial statements and related notes of Euro Sun have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Unless otherwise noted, all references to currency in this MD&A are in U.S. dollars.
Certain information contained in the MD&A is forward-looking which involves risks and uncertainties. The forward-looking information is not based on historical fact, but is rather based on the current plans, objectives, goals, strategies, estimates, assumptions and projections about the Company’s industry, business and future financial results. Actual results could differ materially from the results contemplated by this forward-looking information due to a number of factors, including those set forth in this MD&A and under the “Cautionary Statement Regarding Forward Looking Information” and “Risk Factors” sections.
The MD&A was prepared in accordance with the requirements set out in National Instrument 51-102 — Continuous Disclosure Obligations of the Canadian Securities Administrators.
Mr. Sivanesan Subramani, B.Sc. (Hons) Geology and Economic Geology, Pri.Sci.Nat. (400184/06), of Caracle Creek International Consulting MinRes (CCIC MinRes) (South Africa), an independent Qualified Person (as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) has reviewed and approved the scientific and technical information in this MD&A under the sections “Company Overview”, “Rovina Valley Project – History and Latest Developments”, “Rovina Valley Project Definitive Feasibility Study”, “Rovina Valley Project Preliminary Economic Assessment”, “2022 DFS Highlights”, “Highlights” and “Outlook”.
The scientific and technical information contained in this MD&A has been reviewed and approved by Dr. Andreas Rompel, PhD, a member of the South African Council for Natural Scientific Professions (Pr. Sci. Nat. 400274/04), FSAIMM, an independent consultant, who is a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
Management is responsible for the information disclosed in this MD&A and the accompanying financial statements and has in place the appropriate information systems, procedures and controls to ensure that information used internally by management and disclosed externally is materially complete and reliable. The audit committee of the board of directors of the Company has reviewed this MD&A and the consolidated financial statements as at and for the year ended December 31, 2024, and Euro Sun’s board of directors approved these documents prior to their release.
Company Overview
The Company is principally a mineral exploration and development company. Through its subsidiaries, the Company is currently focused on advancing its exploration and development plans on its 100%-owned Rovina Valley gold and copper project (the "Rovina Valley Project" or "RVP") located in west-central Romania. The Rovina Valley Project consists of three copper-gold porphyry systems referred to as Rovina, Colnic and Ciresata on which the Company has carried out extensive exploration programs. RVP is the second largest gold deposit in Europe containing measured and indicated mineral resources of 7.09 million ounces of gold grading 0.55 g/t and 1.41 billion pounds of copper grading 0.16%.
Rovina Valley Project – History and Latest Developments
The Company holds the Rovina Valley Project through a mining license which covers a total of 27.68 square kilometres (the "Rovina Licence"). The Rovina License was officially ratified by the Romanian Government during Q4 2018. This license secures the mineral tenure and allows the Company to begin the permitting process. The Rovina Valley Project is the Company's sole exploration-development project in Eastern Europe and the main focus of its exploration efforts there since 2005 when it was awarded the Rovina exploration license through a public tender and bid process. Subsequent exploration by the Company defined three copper-gold porphyry systems or deposits: Rovina (the "Rovina Deposit"), Colnic (the "Colnic Deposit") and Ciresata (the "Ciresata Deposit"). The Colnic Deposit is located approximately 2.5 km south of the Rovina Deposit and the Ciresata Deposit is approximately 4 km south of the Colnic Deposit.
The area covered by the Rovina License lies within the historic 'Golden Quadrilateral' mining district and has good road access, as well as proximity to nearby high-tension electric power and water supplies. The topography of the area is hilly with forest vegetation and interspersed grasslands with elevations of 300 to 700 metres above sea-level.
Drilling activities on the Rovina Valley Project stopped on July 5, 2012 due to the impending expiry of the exploration license on August 29, 2012 and closure of the work program for the submittal of final documentation for the conversion to a mining license. In August 2012, the final exploration report was submitted to the Romanian National Agency for Mineral Resources ("NAMR") and accepted. Romanian mining law states that the holder of an exploration license has the exclusive right to apply for a mining license at any time or within 90 days after the expiration date of the exploration license. The Company, through its wholly owned subsidiary, SAMAX Romania SRL ("SAMAX") notified NAMR of its intention to exercise its exclusive statutory right to apply for a mining license.
On May 27, 2015, NAMR approved a 20-year mining license for the Rovina Valley Project which represents the first and most important step in the licensing process. During the conversion process from an exploration license to a mining license, no disruptive physical field work (i.e., drilling, land clearing, etc.) can be carried out on the property until after the mining license has been approved.
Under Romanian law, a mining licence may come into effect upon final review by several government departments and its publication in the official gazette. The Rovina Mining License was approved by the Romanian government in November 2018. Following the conversion to a mining license, approval to begin construction and mining operations will require a building authorization permit that will include land re-zoning and final environmental reviews and government approval resulting from a full Environmental Impact Assessment ("EIA") study. Public consultation is a legal and integral part of the government environmental approval process. Surface rights are severed from mineral rights, and prior to receiving the final construction permit surface rights need to be acquired.
Through SAMAX, the Company continues to maintain its proactive local stakeholder engagement program. The program includes local community hall public meetings, a public information centre and partnership programs with local NGO's and community leaders to implement community-based projects. The Company's good relations with the community have allowed unhindered surface access for drilling in the Rovina Valley Project area which requires permission from landowners. In addition, the Company continues with its long lead time work activities for both the EIA and the strategic environmental assessment (the "SEA") documentation that will be required for the permitting of the project.
In the fourth quarter 2018, the Company engaged AGP Mining Consultants Inc. and Lycopodium Engineering Inc. to complete an independent resource estimate update and to complete a Preliminary Economic Assessment (“PEA”) to disclosure standards defined in NI 43-101. The Company announced the results of the resource estimate update and PEA on February 20, 2019, and the supporting NI 43-101 Technical report is filed on SEDAR in accordance Standards of Disclosure for Mineral Projects.
In May 2020, the company announced that it had selected NEW SENET (Pty) Ltd. To lead a consortium of specialized independent consultants to deliver a definitive feasibility study (“DFS”) for the Rovina Valley Project in Romania to disclosure standards defined in NI 43-101. This DFS included a detailed resource review and update for the Colnic and Rovina deposits, which were the subject of the study.
On March 1, 2021 the company announced the results of the DFS including a resource update for the Colnic and Rovina deposits. This DFS is filed in SEDAR in accordance with NI 43-101.
In late 2022, SAMAX, received a notice of action from the Cluj County court regarding an action made by Asociatia Declic against SAMAX for the suspension of the environmental endorsement held by SAMAX Romania SRL with respect to the Rovina Valley project (the “Environmental Endorsement”), followed by an action for annulment in respect of the same Environmental Endorsement.
In July 2023, the Company was granted the renewal of its Certificate of Urbanisation for another two years beginning July 2023.
In October 2023, the Cluj County court ruled that the Environmental Resources Management’s (“ERM”) certificate issued by the Ministry of Environment was not valid at the time the Company’s environmental report was submitted for obtaining the Environmental Endorsement. The Company will not appeal this judgement and is preparing new documentation for obtaining a new environmental endorsement.
On March 25, 2025, the Company announced that the Rovina Valley project has been included on the European Union’s first list of strategic assets following their May 27, 2024, call for applications under the Critical Raw Materials Act. This decision allows Euro Sun to fast-track the permitting process under new European legislative guidelines to facilitate the development of the Rovina Valley project.
Rovina Valley Project Definitive Feasibility Study
During the development of the DFS, the decision was taken to include the Rovina deposit in the production schedule immediately following the completion of processing of the Colnic deposit ore. Due to the proximity of the Rovina open pit, processing of Rovina ore is possible in the initial processing facility located near Colnic with minimal additional infrastructure. This decision significantly improved the Life of Mine (LOM) and economic results for the project.
Updated Definitive Feasibility Study
In June, 2021, the Company received new geotechnical laboratory testwork results as part of the work undertaken in the 2021 DFS. Based on these results, a decision was taken at this time to update the DFS with new mining plans for both the Colnic and Rovina open pits taking into account new pit design parameters.
Key Highlights from the updated DFS Include (summary table set out in Table 3):
- Pre-Tax NPV increased 41% to $630 million, with an IRR of 22.7%, based on $1,675/oz gold and $3.75/lb copper
- Estimated to produce 1.47Moz of gold and 403Mlbs of copper over the life of the project at an AISC of $787/gold equivalent ounce
- Approximately 43 million tonnes or 19% less waste material expected to be mined resulting in a 1.45:1 strip ratio over LOM
- The updated study incorporates the most current cost and capital expenditure data, with initial CAPEX of $448 million
- The Rovina Valley Project incorporates dry stack tailings and is a cyanide free operation
Rovina Valley Project Resource Estimate Update
On March 1, 2021, Euro Sun announced its updated NI 43-101 mineral resource estimate ("2021 Resource Estimate") as prepared by independent consultants Caracle Creek International Consulting MinRes (CCIC MinRes) (South Africa), on its 100% owned Rovina Mining License in west-central Romania. The 2021 Resource Estimate includes the Colnic and Rovina. The Ciresata 2019 Resource Estimate prepared by AGP remains unchanged. These three gold-rich copper porphyry deposits are collectively referred to as the Rovina Valley Project. All three deposits are in close proximity and mill feed will be treated at a central facility. Colnic and Rovina are amenable to open-pit mining and Ciresata to bulk underground mining.
The 2021 Resource Estimate for Colnic and Rovina is an update to the 2019 Resource Estimate (completed by AGP) to primarily reflect the information used in the development of the Definitive Feasibility study. This includes updates to operating costs and metal prices used in the resource constraining Lerchs-Grossmann pit shells. The geologic model and interpolated block model from the 2012 Resource Estimate are not changed in this current estimate (see the 2019 Resource Estimate 43-101 Technical Report filed on SEDAR on April 1, 2019). Mineral resources were estimated in conformance with the 2019 CIM Mineral Resource and Mineral Reserve definitions referred to in NI 43-101 and are considered to have reasonable prospects for economic extraction.
In March 2020, the Company commissioned NEW SENET Pty. Ltd. to complete a DFS on the open-pit Rovina and Colnic deposits. As part of this study, CCIC MinRes completed a detailed technical audit of the resource models, including an assessment on the possible impact of the Euro Sun-Barrick exploration collaboration drilling on the mineral resource estimates. CCIC MinRes also recommended that the Company not update the 2012 geological and mineral resource block models until more holes are added to the resource database. The outcome of the technical audit confirmed the robustness of the AGP mineral resource models for the Rovina and Colnic deposits.
The March 2021 mineral resource estimate for the Rovina and Colnic deposits is, therefore, updated to reflect current metal prices and updated operating parameters derived during the DFS and to make it current and in conformance with the 2014 Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Mineral Resource and Mineral Reserve definitions referred to in the NI 43-101, Standards of Disclosure for Mineral Projects. Mr Sivanesan Subramani, BSc Hons (Geology), Pri.Sci.Nat. (400184/06), is the QP for this mineral resource estimate. The mineral resources are constrained to a Lerchs-Grossmann pit shell using different metal equivalent cut-off grades for the Rovina and Colnic deposits. The geological model and mineral resource block models remain unchanged in this current estimate. The mineral resource estimate for Ciresata remains unchanged from February 2019.
As part of the updated DFS, mineral resource estimates were also again updated. Table 1 summarises the latest mineral resource estimates for the Rovina and Colnic deposits, stated above a 0.25% Cu equivalent grade cut-off for the Rovina deposit, and above a 0.35 g/t Au equivalent grade cut-off for the Colnic deposit. The total Measured mineral resources for the Rovina and Colnic deposits amount to 62.2 Mt grading at 0.49 g/t Au and 0.21% Cu, containing 0.99 Moz Au and 288 Mlb Cu; with the Au equivalent grading of 0.79 g/t. The total Indicated mineral resources for the Rovina and Colnic deposits amount to an additional 182.7 Mt grading at 0.39 g/t Au and 0.15% Cu, containing 2.28 Moz Au and 607 Mlb Cu, with the Au equivalent grading of 0.60 g/t.
Table 1: 2021 Mineral Resource Estimate - Rovina and Colnic Deposits
| Deposit | Classification | Tonnage (Mt) | Au (g/t) | Cu (%) | Au (Moz) | Cu (Mlb) | Au Eq* (g/t) | Au Eq* (Moz) |
|---|---|---|---|---|---|---|---|---|
| Colnic | Measured | 29.2 | 0.65 | 0.12 | 0.61 | 74 | 0.81 | 0.76 |
| Indicated | 103.6 | 0.48 | 0.10 | 1.61 | 224 | 0.62 | 2.07 | |
| Rovina | Measured | 33.2 | 0.36 | 0.29 | 0.38 | 213 | 0.77 | 0.82 |
| Indicated | 79.1 | 0.26 | 0.22 | 0.67 | 384 | 0.57 | 1.46 | |
| Colnic & Rovina | Measured | 62.4 | 0.49 | 0.21 | 0.99 | 288 | 0.79 | 1.58 |
| Indicated | 182.7 | 0.39 | 0.15 | 2.28 | 607 | 0.60 | 3.53 | |
| Total | Measured & Indicated | 245.1 | 0.42 | 0.17 | 3.27 | 895 | 0.65 | 5.11 |
| Notes: • *Au and Cu Equivalent determined by using a long-term gold price of US$1,700/oz and a copper price of US$3.50/lb with metallurgical recoveries not taken into account. • Mineral Resources are reported inclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. • Mineral Resources are contained within a conceptual pit shell that are generated using the same economic and technical parameters as used for Mineral Reserves but at gold price of US$1,700/oz and a copper price of US$3.50/lb. • Colnic and Rovina deposits are amenable to open pit mining and Mineral Resources are Pit constrained and tabulated at a base case cut-off grade of 0.35 g/t AuEq for Colnic and 0.25 % CuEq for Rovina • Minor summation differences may occur, because of rounding. • Mineral Resource estimates follow the CIM definition standards for Mineral Resources and Reserves and have been completed in accordance with the Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101. |
The Ciresata underground mineral resource estimate remains unchanged from the 20 February 2019 estimate by AGP. Table 2 summarises the mineral resource estimate for Ciresata, stated at above a $0.65\mathrm{g / t}$ Au equivalent grade cut-off. The Measured mineral resources amount to $28.5\mathrm{Mt}$ grading at $0.88\mathrm{g / t}$ Au and $0.16\%$ Cu, containing $0.81\mathrm{Moz}$ Au and $102\mathrm{Mlb}$ Cu, with the Au equivalent grading of $1.13\mathrm{g / t}$ . The Indicated mineral resources amount to an additional $125.9\mathrm{Mt}$ grading at $0.74\mathrm{g / t}$ Au and $0.15\%$ Cu, containing $3.01\mathrm{Moz}$ Au and $413\mathrm{Mlb}$ Cu, with the Au equivalent grading of $0.97\mathrm{g / t}$ .
Table 2: 2019 Mineral Resource Estimate - Ciresata Deposit
| Deposit | Resource Classification | Tonnage (Mt) | Au (g/t) | Cu (%) | Au (Moz) | Cu (Mlb) | AuEq* (g/t) | AuEq* (Moz) |
|---|---|---|---|---|---|---|---|---|
| Ciresata | Measured | 28.5 | 0.88 | 0.16 | 0.81 | 102 | 1.13 | 1.03 |
| Indicated | 125.9 | 0.74 | 0.15 | 3.01 | 413 | 0.97 | 3.92 | |
| Inferred | 8.6 | 0.70 | 0.14 | 0.19 | 26 | 0.94 | 0.25 | |
| Total | Measured & Indicated | 154.4 | 0.77 | 0.15 | 3.82 | 515 | 1.00 | 4.95 |
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NOTES:
- The Ciresata deposit is amenable to bulk underground mining and resources are tabulated at a base case 0.65 g/t AuEq.
- No Mineral Reserves have been defined at the Ciresata deposit. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
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Minor summation differences may occur as a result of rounding.
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The Au and Cu equivalents were determined by using a long-term gold price of US$1,500/oz and a copper price of US$3.50/lb.
Source: From Table 14-20, AGP PEA NI 43-101 2019 Report (available on SEDAR)
It must be noted that the quantity and grade of Inferred resource reported above are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply, but not verify, geological and grade or quality continuity. For these reasons, an Inferred mineral resource has a lower level of confidence than an Indicated mineral resource, and it is reasonably expected that the majority of Inferred mineral resources could be upgraded to an Indicated mineral resource with continued exploration. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Rounding of tonnes as required by reporting guidelines may result in apparent differences between tonnes, grade, and contained metal content.
Changes in the current metal prices and updated operating parameters from the 2012 mineral resource estimate resulted in a shrinkage of the Lerchs-Grossmann mineral resource constraining shell and, therefore, a reduction in the overall mineral resource estimates for the Rovina and Colnic deposits. The total Measured mineral resource tonnage increased by 1.4 %, with the Au and Cu grades remaining the same. The total Indicated mineral resource tonnage decreased by 2.8 %, from 180.7 Mt to 175.6 Mt, with the Au and Cu grades remaining the same. The total Inferred mineral resource tonnage decreased by 10.4 %, from 19.6 Mt to 17.6 Mt, with the Au and Cu grades remaining the same.
Table 3: 2022 Updated DFS Highlights
| 2022 DFS Highlights | Life of Mine | First 10 Years |
|---|---|---|
| Gold price | $1,675/oz | |
| Copper price | $3.75/lb | |
| Processing Rate | 21,000 tonnes per day | |
| Mine Life | 17.2 years | |
| Average annual gold equivalent production | 136,000 ounces | 139,000 ounces |
| Average annual gold production | 82,000 ounces | 107,000 ounces |
| Average annual copper production | 23.2 million pounds | 14.0 million pounds |
| All-in sustaining costs | $787/oz Au eq | $823/oz Au eq |
| Pre-strip Capital | $14.1 million | |
| Initial Capital | $447.7 million | |
| Sustaining Capital | $68.3 million | |
| Pre-Tax NPV (5% discount rate) | $630 million | |
| Pre-Tax IRR | 22.7% | |
| Post-Tax NPV (5% discount rate) | $512 million | |
| Post-Tax IRR | 20.5% |
The updated DFS was prepared by NEW SENET Pty. Ltd. and Caracle Creek International Consulting MinRes (CCIC MinRes) (South Africa). The updated DFS was filed on SEDAR (on March 21, 2022, in accordance with National Instrument 43-101: Standards of Disclosure for Mineral Projects ("NI 43-101")).
The updated DFS has defined maiden reserves for the Rovina Valley Project for the Colnic and Rovina deposits shown in Table 4. The Ciresata deposit, which is amenable to bulk underground mining, was not considered in the current DFS, but will be evaluated in future studies.
Table 4: 2022 Mineral Reserves Estimate – Colnic and Rovina Deposits
| Deposit | Classification | Tonnage (Mt) | Au (g/t) | Cu (%) | Au (koz) | Cu (t) |
|---|---|---|---|---|---|---|
| Colnic | Proven | 25.60 | 0.65 | 0.11% | 535.0 | 28,158.7 |
| Probable | 47.99 | 0.55 | 0.09% | 848.6 | 43,190.4 | |
| Rovina | Proven | 22.58 | 0.34 | 0.29% | 243.3 | 67,005.8 |
| Probable | 27.13 | 0.24 | 0.22% | 211.6 | 60,166.7 | |
| Colnic & Rovina | Proven | 48.18 | 0.50 | 0.20% | 778.3 | 94,164.6 |
| Probable | 75.12 | 0.44 | 0.14% | 1 060.2 | 103,357.2 | |
| Total | Proven & Probable | 123.30 | 0.47 | 0.16% | 1 838.5 | 197,522 |
The Mineral reserve estimate uses a base gold price of $1,550/oz and a base copper price of $3.30/lb
Notes:
- All tonnes quoted are dry tonnes. Differences in the addition of deposit tonnes to the total displayed is due to rounding.
- The estimate of Rovina Valley Gold Project Mineral Reserves are not at this stage materially affected by any known environmental, permitting, legal, title, taxation, socioeconomic, marketing, political, or other relevant issue. Furthermore, the estimate of Project Reserves is not materially affected by any known mining, metallurgical, infrastructure, or other relevant factor.
- Mineral Reserve estimates follow the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") definitions standards for Mineral Resources and Reserves and have been completed in accordance with the Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101.
Further information on the Rovina Valley Project, including the 2022 updated Definitive Feasibility Technical Report, can be found on the Company's web site at www.eurosunmining.com.
All exploration or development field activities undertaken by the Company in Romania must occur on valid mining license, exploration licenses, or prospecting permits issued by NAMR in Bucharest, which is responsible for the administration of all mining and exploration licenses and prospecting permits. According to the regulations and standard practices in Romania, the Company must submit reports of work completed and follow-up work programs on an annual basis to NAMR.
Prior to initiation of any exploration activity, environmental approval of a proposed exploration program must be obtained from various land management agencies having local, county and/or regional jurisdiction. These local agencies are responsible for forestry, surface waters, archaeology and history, and are coordinated through the local environmental agency. The levels of environmental studies and approvals are determined by the local environmental agency following an approval template referred to as the 'urbanization certificate'. In practice, exploration activities, including drilling, are classified as low impact, and as such do not require comprehensive environmental impact studies.
Environmental permits for exploration are granted for one to two-year periods, and all local agencies have the right to monitor and inspect environmental impacts to evaluate compliance with issued permits even though such monitoring tends to be minimal in scope and nature. Any changes to the exploration activity that result in a greater environmental impact require approval.
Since SAMAX is an exploration and evaluation stage company, the activities it conducts on its projects are largely restricted to drilling and ancillary activities associated with the drilling programs, such as access road and drill pad construction. As such, the reclamation costs in respect of drilling activities are not material to the Company and are factored into the Company's budgets for exploration programs. When the Company wishes to enter the production stage, it will need to prepare a feasibility study as well as extensive environmental impact assessments studies. These environmental impact assessments will provide the Company with a better idea of the future costs of compliance with applicable environmental requirements and will also provide a better estimate of the eventual costs of reclamation obligations at the end of the mine life. The Company having completed an updated DFS in Q1 2022, is currently advancing Environmental Assessment studies for land re-zoning and environmental permitting (see Outlook below).
Highlights
Convertible promissory note
On February 22, 2024, the Company entered into a convertible promissory note with two individuals (the "Lenders"), providing for a principal amount of $125,000 (the "February Principal Amount") and maturing on February 22, 2025 (the "February Note"). The February Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The February Principal Amount and all accrued interest is convertible into common shares of the Company at a price of CAD$0.035 per conversion share.
On March 22, 2024, the Company entered into an additional convertible promissory note with the Lenders providing for a principal amount of $200,000 (the "March Principal Amount") and maturing on March 22, 2025 (the "March Note"). The March Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The March Principal Amount is convertible into common shares of the Company at a price of CAD$0.045 per conversion share and all interest accrued thereon is convertible into common shares of the Company is convertible based on the 5-day volume weighted average price.
On April 22, 2024, the Company entered into an additional convertible promissory note with the Lenders providing for a principal amount of $200,000 (the "April Principal Amount") and maturing on April 22, 2025 (the "April Note"). The April Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The April Principal Amount is convertible into common shares of the Company at a price of CAD$0.0587 per conversion share and all interest accrued thereon is convertible into common shares of the Company is convertible based on the 5-day volume weighted average price.
On May 27, 2024, the Company entered into an additional convertible promissory note with the Lenders providing for a principal amount of $200,000 (the "May Principal Amount") and maturing on May 27, 2025 (the "May Note"). The May Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The May Principal Amount is convertible into common shares of the Company at a price of CAD$0.0656 per conversion share and all interest accrued thereon is convertible into common shares of the Company is convertible based on the 5-day volume weighted average price.
In July 2024, the Company converted the principal of $725,000 plus all accrued interest on the convertible promissory note to 19,769,833 common shares of the Company. In connection with this conversion, the general security agreement over the Company's property and assets has been released.
Board Appointment
In September 2024, the Company announced the appointment of Carlos LiVolsi as an independent director of the Company and as the new Chairman of the Board.
Glencore Memorandum of Understanding
In October 2024, the Company announced it had entered a binding Memorandum of Understanding ("MOU") with Glencore International AG ("Glencore") by which the Company grants Glencore the right of first refusal for an offtake of all future concentrate to be produced at the Company's Rovina Valley Project in Romania. In addition, Glencore
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has the right to nominate one director to the Company’s board of directors.
Private placement
On November 8, 2024, the Company closed the first tranche of its non-brokered private placement by issuing 9,390,038 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $337,478 (CAD$469,502). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until November 8, 2026. In connection with closing of the first tranche, the Company paid an aggregate amount of $1,006 (CAD$1,400) in cash commissions and 28,000 broker warrants to a finder. Each broker warrant will entitle the holder thereof to purchase one common share at a price of CAD$0.05 for a period of 24 months from the date of the closing of the first tranche. A director of the Company purchased 1,000,000 units and a company with a shared director and officer of the Company purchased 2,490,038 units as a part of this private placement.
On December 19, 2024, the Company closed the second tranche of its non-brokered private placement by issuing 15,863,907 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $551,985 (CAD$793,195). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until December 19, 2026. No finders fees were paid in connection with closing the second tranche. Directors and officers of the Company purchased 9,529,426 units as part of this private placement.
On February 7, 2025, the Company closed the third tranche of its non-brokered private placement by issuing 5,700,900 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $199,361 (CAD$285,045). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until February 7, 2027. In connection with closing of the third tranche, the Company paid an aggregate amount of $2,448 (CAD$3,500) in cash commissions and 170,000 broker warrants to a finder. Each broker warrant will entitle the holder thereof to purchase one common share at a price of CAD$0.05 for a period of 24 months from the date of the closing of the third tranche.
On February 13, 2025, the Company closed the fourth tranche of its non-brokered private placement by issuing 5,480,000 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $192,375 (CAD$274,000). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until February 13, 2027. In connection with closing of the fourth tranche, the Company paid an aggregate amount of $6,389 (CAD$9,100) in cash commissions and 182,000 broker warrants to a finder. Each broker warrant will entitle the holder thereof to purchase one common share at a price of CAD$0.05 for a period of 24 months from the date of the closing of the fourth tranche. A director of the Company purchased 1,280,000 common shares as a part of this private placement.
Outlook
The Company’s primary focus is to complete the remaining two approvals for the PUZ approval process as soon as practical. The Company will also prioritize resubmission of new documentation required to obtain its environmental endorsement.
Sixteen of eighteen required review group approvals have been received to date regarding the PUZ.
The Company continues to work diligently in these final PUZ and EIA permitting steps and dialogues closely with local and national authorities for timely approval which allows construction to begin. Meanwhile, the project team continues basic and detailed engineering work, bridge engineering and front-end engineering design.
In July 2023, the Company was granted the renewal of its certificate of urbanization for another two years beginning July 2023. The granting of this renewal certificate is a significant milestone in the documentary process that results in a land rezoning plan, after which the environmental impact assessment will be submitted.
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Fundraising will continue to support on-going permitting, operating, and engineering support activities.
Selected Annual Information
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Net income (loss) for the year | $ 448,390 | $ (4,054,350) | $ (7,559,634) |
| Basic and diluted loss per share | - | (0.01) | (0.04) |
| Total assets | $ 725,915 | $ 673,002 | $ 1,489,514 |
| Number of weighted average shares | 334,928,557 | 293,247,954 | 185,629,487 |
Selected Quarterly Financial Information
The following tables set out selected financial information for the last eight quarters:
| For the quarters ended | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 |
|---|---|---|---|---|
| Net (loss) income | $ (605,244) | $ 2,365,869 | $ (672,218) | $ (640,017) |
| Basic and diluted loss per share | - | - | - | - |
| For the quarters ended | December 31, 2023 | September 30, 2023 | June 30, 2023 | March 31, 2023 |
| Net loss | $ (650,637) | $ (886,638) | $ (1,024,133) | $ (1,492,942) |
| Basic and diluted loss per share | - | - | - | (0.01) |
Results of operations for the three and twelve months ended December 31, 2024
Selected financial information
| Three months ended December 31, 2024 | Three months ended December 31, 2023 | Year ended December 31, 2024 | Year ended December 31, 2023 | |
|---|---|---|---|---|
| Income (loss) income from operations | $ (605,244) | $ (650,637) | $ 448,390 | $ (4,054,350) |
| Income (loss) per share from operations | - | - | - | (0.01) |
| Expenses: | ||||
| Consulting and management fees | $ 172,908 | $ 264,331 | $ 710,109 | $ 799,491 |
| Professional fees | 21,391 | 22,916 | 111,071 | 83,393 |
| General office expenses | 10,414 | 12,012 | 47,784 | 53,819 |
| Travel expenses | 8,053 | 19,838 | 43,847 | 86,671 |
| Shareholder communications and filing fees | 6,549 | 5,362 | 66,108 | 82,271 |
| Share-based compensation | (3,202) | (4,207) | 8,596 | 667,183 |
| Change in fair value of convertible debenture | - | (19,742) | - | 301,379 |
| Other expenses | (8,817) | (116,784) | 11,319 | (85,958) |
| Finance expense | (84,789) | (502) | 16,182 | 164,948 |
| Accretion expense | (72) | 6,508 | 10,455 | 6,508 |
| Loss on asset disposal | - | 3,737 | - | 3,737 |
| Gain on extinguishment of convertible security | - | (34,510) | - | (34,510) |
| Loss on convertible debenture | - | 323 | - | 185,119 |
| Royalty revenue | 19,586 | - | (2,834,428) | - |
| Loss on royalty settlement (Note 14) | 84,789 | - | 84,789 | - |
| $ 226,810 | $ 159,282 | $ (1,724,168) | $ 2,314,051 | |
| Exploration and evaluation expenditures: | ||||
| Consulting and technical | $ 174,941 | $ 179,308 | $ 689,859 | $ 1,011,618 |
| Surface rights | 16,234 | - | 32,818 | - |
| Environmental studies | - | 107 | 21,650 | 84,565 |
| Field office support and administration | 184,358 | 276,414 | 516,133 | 590,373 |
| Depreciation | 2,901 | 35,526 | 15,318 | 53,743 |
| $ 378,434 | $ 491,355 | $ 1,275,778 | $ 1,740,299 |
Results of operations for the three months ended December 31, 2024 ("Q4 2024")
The net loss for Q4 2024 was $605,244 compared to a net loss of $650,637 for Q4 2023. The associated income per share was $0.00 in Q4 2024 and a loss per share of $0.00 in Q4 2023.
Consulting fees incurred during Q4 2024 were $172,908 compared to $264,331 in the comparative period. This decrease was primarily due to fewer consultants in 2024.
Travel expenses of $8,053 in Q4 2024 compared to $19,838 in Q4 2023. This decrease was primarily due to reduced travel in an effort to preserve working capital.
The Company has decreased its exploration and evaluation expenditure in Q4 2024 to $378,434 from $491,355 in the comparative period. This change is primarily due to decreased consulting and technical fees, environmental study costs, and depreciation, and field office costs partially offset by increased surface rights.
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Results of operations for the twelve months ended December 31, 2024 ("Q4 2024 YTD")
The net income for Q4 2024 YTD was $448,390 compared to a net loss of $4,054,350 for Q4 2023 YTD. The associated loss per share was $0.00 in Q4 2024 YTD and a loss per share of $0.01 in Q4 2023 YTD.
Professional fees incurred during Q4 2024 YTD were $111,071 compared to $83,393 in the comparative period. This increase was primarily due to increased legal fees, combined with higher audit fees in 2024.
Travel expenses of $43,847 in Q4 2024 YTD compared to $86,671 in Q4 2023 YTD. This decrease was primarily due to reduced travel in an effort to preserve working capital.
Stock-based compensation of $8,596 in Q4 2024 YTD compared to $667,183 in Q4 2023 YTD. The decrease was primarily due to stock options and RSUs issued in 2023 that were not repeated in 2024.
The Company has decreased its exploration and evaluation expenditure in Q4 2024 YTD to $1,275,778 from $1,740,299 in the comparative period. This change is primarily due to decreased consulting and technical fees, environmental study costs, and depreciation, and field office costs partially offset by increased surface rights.
Royalty revenue of $2,834,428 in Q4 2024 YTD compared to $nil in Q4 2023 YTD. The Company entered into an agreement to sell a 1% NSR in 2023.
Liquidity and Capital Resources
The recovery of resource property related expenditures is dependent on the ability of the Company to obtain necessary financing to complete the development of its Rovina Valley Project or other potential projects and attain future profitable production. The Company's financial success will depend on its ability to raise financing to construct potential projects. At present, the Company has no established sources of income, and the success of its exploration and development programs will be contingent upon the Company's ability to raise sufficient equity financing on terms favourable to the Company. The Company does not expect to generate any internal cash flows to help finance the development costs of the Rovina Valley Project.
As at December 31, 2024, the Company had cash and cash equivalents of $116,347 (December 31, 2023 - $45,024) and working capital deficiency of $2,368,919 (December 31, 2023 - $5,188,666). The Company's cash flow needs are for funding the continuing operations of the exploration work in Romania, working capital requirements and corporate administration.
On February 22, 2024, the Company entered into a convertible promissory note with two individuals (the "Lenders"), providing for a principal amount of $125,000 (the "February Principal Amount") and maturing on February 22, 2025 (the "February Note"). The February Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The February Principal Amount and all accrued interest is convertible into common shares of the Company at a price of CAD$0.035 per conversion share.
On March 22, 2024, the Company entered into an additional convertible promissory note with the Lenders providing for a principal amount of $200,000 (the "March Principal Amount") and maturing on March 22, 2025 (the "March Note"). The March Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The March Principal Amount is convertible into common shares of the Company at a price of CAD$0.045 per conversion share and all interest accrued thereon is convertible into common shares of the Company is convertible based on the 5-day volume weighted average price.
On April 22, 2024, the Company entered into an additional convertible promissory note with the Lenders providing for a principal amount of $200,000 (the "April Principal Amount") and maturing on April 22, 2025 (the "April Note"). The April Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The April Principal Amount is convertible into common shares of the Company at a price of CAD$0.0587 per conversion share and all interest accrued thereon is convertible into common shares of the Company is convertible based on the 5-day volume weighted average price.
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On May 27, 2024, the Company entered into an additional convertible promissory note with the Lenders providing for a principal amount of $200,000 (the "May Principal Amount") and maturing on May 27, 2025 (the "May Note"). The May Note bears interest at 6% per annum, compounded monthly, and is secured against all of the assets and property of the Company pursuant to a general security agreement. The May Principal Amount is convertible into common shares of the Company at a price of CAD$0.0656 per conversion share and all interest accrued thereon is convertible into common shares of the Company is convertible based on the 5-day volume weighted average price.
In July 2024, the Company converted the principal of $725,000 plus all accrued interest on the convertible promissory note to 19,769,833 common shares of the Company. In connection with this conversion, the general security agreement over the Company's property and assets has been released.
On November 8, 2024, the Company closed the first tranche of its non-brokered private placement by issuing 9,390,038 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $337,478 (CAD$469,502). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until November 8, 2026. In connection with closing of the first tranche, the Company paid an aggregate amount of $1,006 (CAD$1,400) in cash commissions and 28,000 broker warrants to a finder. Each broker warrant will entitle the holder thereof to purchase one common share at a price of CAD$0.05 for a period of 24 months from the date of the closing of the first tranche. A director of the Company purchased 1,000,000 common shares and a company with a shared director of the Company purchased 2,490,038 common shares as a part of this private placement.
On December 19, 2024, the Company closed the second tranche of its non-brokered private placement by issuing 15,863,907 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $551,985 (CAD$793,195). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until December 19, 2026. No finders fees were paid in connection with closing the second tranche. Directors and officers of the Company purchased 1,000,000 shares as part of this private placement. Directors and officers of the Company purchased 9,529,426 common shares as part of this private placement.
On February 7, 2025, the Company closed the third tranche of its non-brokered private placement by issuing 5,700,900 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $199,361 (CAD$285,045). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until February 7, 2027. In connection with closing of the third tranche, the Company paid an aggregate amount of $2,448 (CAD$3,500) in cash commissions and 170,000 broker warrants to a finder. Each broker warrant will entitle the holder thereof to purchase one common share at a price of CAD$0.05 for a period of 24 months from the date of the closing of the third tranche.
On February 13, 2025, the Company closed the fourth tranche of its non-brokered private placement by issuing 5,480,000 units of the Company at a price of CAD$0.05 per unit for gross proceeds of $192,375 (CAD$274,000). Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of CAD$0.05 per common share until February 13, 2027. In connection with closing of the fourth tranche, the Company paid an aggregate amount of $6,389 (CAD$9,100) in cash commissions and 182,000 broker warrants to a finder. Each broker warrant will entitle the holder thereof to purchase one common share at a price of CAD$0.05 for a period of 24 months from the date of the closing of the fourth tranche. A director of the Company purchased 1,280,000 common shares as a part of this private placement.
The recoverability of the amounts shown as assets of the Company is dependent upon the Company obtaining the necessary financing to complete the exploration of its property, the discovery of economically recoverable reserves, any permitting required for mining activities, including environmental, and future profitable operations.
Current market conditions to raise finance for development stage mining projects are challenging. Failure to raise sufficient finance and / or a default on the Company's convertible security would cast material uncertainty on the
Company's ability to continue as a going concern.
Operating Segments
The Company has concluded that it has only one material operating segment, the development of its Romanian mining permit, for financial reporting purposes.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements.
Financial Commitments, Contingencies and Litigation
Management Contracts
The Company is party to certain management contracts. These contracts require payment of approximately $1,443,000 upon the occurrence of a change of control of the Company, as defined by each officer's respective consulting agreement. The Company is also committed to payments upon termination of approximately $480,000 pursuant to the terms of these contracts.
Environmental
The Company's exploration and evaluation activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its activities are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
Related Party Transactions
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, and also comprise the directors of the Company.
Key management personnel compensation:
| Year ended December 31, 2024 | Year ended December 31, 2023 | |
|---|---|---|
| Directors and officers compensation | $ 466,448 | $ 468,926 |
| Share-based payments | - | 376,284 |
| $ 466,448 | $ 845,210 |
As at December 31, 2024, the Company had $241,501 (December 31, 2023 - $334,558) in accounts payable owing to various officers and directors of the Company. These amounts are unsecured, non-interest bearing and due on demand.
In February 2023, the Company issued 8,000,000 common shares in satisfaction of termination agreements with former members of senior management of the Company, as well as 1,184,210 common shares in satisfaction of RSUs outstanding with a terminated member of management.
Material accounting policies
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2024. Many are not applicable or do not have a significant impact to the Company and have been excluded.
In January 2020, IAS 1 – Presentation of Financial Statements was amended to provide a more general approach to classification of liabilities, based on contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company's right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company's own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. This amendment did not have a significant impact on the consolidated financial statements.
Internal Control over Financial Reporting
Euro Sun’s management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”). Under their supervision, the Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control over financial reporting includes policies and procedures that:
- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions, acquisitions and dispositions of the assets of the Company; and
- Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the annual or interim financial statements.
The CEO and CFO have certified that internal controls over financial reporting have been designed and are operating effectively to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as at December 31, 2024. Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission on Internal Control 2013 (“COSO 2013”) Framework to design the Company’s internal control over financial reporting.
There were no changes in the Company’s ICFR that have occurred during the period beginning on January 1, 2024 and ended on December 31, 2024 that have materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
Limitations of Controls and Procedures
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that disclosure controls and procedures and internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the controls. The design of any control system also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Risk Factors
Investing in the Company involves risks that should be carefully considered. The business and operations of the Company as well as those of its subsidiaries are speculative due to their nature, the locations in which they operate, and their relative stages of development. Investors should be aware that there are various risks, that could have a material adverse effect on, among other things, title to the projects, permitting, the operating results, earnings, business and condition (financial or otherwise) of the Company. For a listing of risk factors, investors should refer to the
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Company's Annual Information Form in respect of the year ended December 31, 2024 filed on SEDAR as well as the additional risk factor below on International Conflict.
International Conflict
International conflict and other geopolitical tensions and events, including war, military action, terrorism, trade disputes, and international responses thereto have historically led to, and may in the future lead to, uncertainty or volatility in global commodity and financial markets and supply chains. Russia's invasion of Ukraine has led to sanctions being levied against Russia by the international community and may result in additional sanctions or other international action and the escalation of war between Israel and Hamas in Gaza, any of which may have a destabilizing effect on commodity prices, supply chains, and global economies more broadly. Volatility in commodity prices and supply chain disruptions may adversely affect the Corporation's business, financial condition, financing options, and results of operations. The extent and duration of the current Russia-Ukraine conflict or the Israel and Hamas conflict in Gaza and related international action cannot be accurately predicted at this time and the effects of such conflict may magnify the impact of the other risks identified in this MD&A, the financial statements of the Corporation or the AIF, including those relating to commodity price volatility and global financial conditions. The situation is rapidly changing and unforeseeable impacts, including on shareholders of the Corporation, and third parties with which the Corporation relies on or transacts, may materialize and may have an adverse effect on the Corporation's business, results of operation, and financial condition.
Additional Information and Continuous Disclosure
Additional information, including the Company's press releases, has been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
Outstanding Share Data
As at the date of this MD&A, the Company has:
a) 386,705,996 common shares outstanding.
b) 131,497,030 warrants outstanding with expiry dates ranging from April 28, 2025 to February 13, 2027 with exercise prices between CAD$0.05 and CAD$0.29. If all the warrants were exercised, 131,497,030 shares would be issued for proceeds of CAD$12,482,526.
c) 9,005,000 stock options outstanding with expiry dates ranging from June 30, 2025 to April 11, 2028 with exercise prices from CAD$0.05 to CAD$0.39. If exercised, 9,005,000 shares would be issued for proceeds of CAD$571,300.
d) 10,547,628 deferred share units with no fixed expiry.
e) 394,736 restricted share units with no fixed expiry.
Cautionary and non-GAAP Measures and Additional GAAP Measures
Note that for purposes of this section, GAAP refers to IFRS. The Company believes that investors use certain non-GAAP and additional GAAP measures as indicators to assess gold mining companies. They are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP. Non-GAAP and additional GAAP measures do not have standardized meaning prescribed under IFRS and therefore may not be comparable to similar measures presented by other companies.
Cautionary Statement Regarding Forward-Looking Information
Except for statements of historical fact relating to Euro Sun certain information contained herein constitutes forward-looking information within the meaning of applicable Canadian securities legislation which may include, but is not limited to, information with respect to the Company's expected production from, and further potential of, the Company's properties; the Company's ability to raise additional funds; the future price of minerals, particularly gold and copper; the estimation of mineral reserves and mineral resources; conclusions of economic evaluation; the timing and amount of estimated future production; costs of production; capital expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Often, but not always, forward-looking statements/information can be identified by the use of words such as
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"plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements/information is based on management's expectations and reasonable assumptions at the time such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration and development activities are based on assumptions underlying mineral resource estimates and the realization of such estimates are set out herein.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Euro Sun and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include: uncertainties of mineral resource estimates; the nature of mineral exploration and mining; variations in ore grade and recovery rates; cost of operations; fluctuations in the sale prices of products; volatility of gold and copper prices; exploration and development risks; liquidity concerns and future financings; risks associated with operations in foreign jurisdictions; global conflicts, potential revocation or change in permit requirements and project approvals; competition; no guarantee of titles to explore and operate; environmental liabilities and regulatory requirements; dependence on key individuals; conflicts of interests; insurance; fluctuation in market value of Euro Sun's shares; rising production costs; equipment material and skilled technical workers; volatile current global financial conditions; and currency fluctuations; and other risks pertaining to the mining industry. Although Euro Sun has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Euro Sun does not undertake to update any such forward-looking information, except in accordance with applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.
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