Euro Sun Mining Inc. — Proxy Solicitation & Information Statement 2023

Jan 4, 2023

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Euro Sun Mining Inc.

Notice of Special Meeting of Shareholders to be held on January 31, 2023 & Management Information Circular

December 29, 2022

TABLE OF CONTENTS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ........................................................ ii
MANAGEMENT INFORMATION CIRCULAR .................................................................... 1
SOLICITATION OF PROXIES ................................................................................................... 1
APPOINTMENT OF PROXYHOLDER ....................................................................................... 1
REVOCATION OF PROXIES .................................................................................................... 1
VOTING OF PROXIES ............................................................................................................ 1
INFORMATION FOR NON‐REGISTERED SHAREHOLDERS ....................................................... 2
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ....................................... 3
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ................................ 3
PARTICULARS OF MATTERS TO BE ACTED UPON .................................................................. 3
1. APPROVAL OF CONVERSION RIGHTS UNDER CONVERTIBLE SECURITY FUNDING
AGREEMENT ........................................................................................................................ 3
2. APPROVAL OF SHARE ISSUANCE TO LIND ..................................................................... 5
3. ELECTION OF DIRECTORS ............................................................................................. 6
4. ISSUANCE OF SHARES FOR DEBT TO OFFICERS ............................................................. 9
OTHER BUSINESS ............................................................................................................... 11
ADDITIONAL INFORMATION .............................................................................................. 11

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Euro Sun Mining Inc.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the “ Meeting ”) of shareholders (the “ Shareholders ”) of Euro Sun Mining Inc. (the “ Corporation ”) will be held at 198 Davenport Road, Toronto, Ontario on Friday, the 31[st] day of January, 2023 at the hour of 11:00 a.m. (Toronto time), for the following purposes:

1. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested Shareholders approving the right of Lind Global Fund II, LP (“ Lind ”) to exercise warrants and conversion rights under a convertible security funding agreement between Lind and the Corporation (the “ CFSA ”), notwithstanding that such exercise may result in Lind owning more than 19.9% of the outstanding shares of the Corporation;

2. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution of disinterested shareholders approving the issuance of greater than 43,723,878 shares of the Corporation to Lind, pursuant to the terms of the CFSA;

3. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution to elect each of Grant Sboros, Neil Said, Deborah Battiston, Martin Schuermann and Scott Moore as a director of the Corporation;

4. to consider, and if deemed advisable, to pass with or without variation, an ordinary resolution to issue up to an aggregate of 8,000,000 common shares of the Corporation in settlement of debts of up to $2,348,333 owed to certain officers and directors; and

5. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this notice is the Circular and a form of proxy. The accompanying Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice.

Shareholders are entitled to vote at the Meeting either in person or by proxy in accordance with the procedures described in the Circular accompanying this Notice. Those who are unable to attend the meeting are requested to read, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this Notice.

DATED at Toronto, Ontario, this 29[th] day of December, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

( signed ) “Neil Said”

Director

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Euro Sun Mining Inc.

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at December 29, 2022 unless indicated otherwise)

SOLICITATION OF PROXIES

This Management Information Circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of Euro Sun Mining Inc. (the “ Corporation ”) for use at the special meeting of holders (“ Shareholders ”) of common shares (“ Common Shares ”) of the Corporation and any adjournment thereof to be held at 11:00 a.m. (Toronto time) on January 31, 2023 (the “ Meeting ”) at the place and for the purposes set forth in the accompanying notice of Meeting. The enclosed proxy is being solicited by the management of the Corporation. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally, by facsimile or by telephone by the regular employees of the Corporation at nominal cost. All costs of solicitation by management will be borne by the Corporation. The Corporation may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from Shareholders.

The contents and the sending of this Circular have been approved by the directors of the Corporation. All dollar amounts referenced are expressed in Canadian (CAD) dollars. All references to the Corporation shall include its subsidiaries as the context may require.

APPOINTMENT OF PROXYHOLDER

The individuals named as proxyholders in the accompanying form of proxy are directors and/or officers of the Corporation. A REGISTERED SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON’S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY AND SIGNING AND DATING THE PROXY, OR BY COMPLETING ANOTHER FORM OF PROXY. A proxy will not be valid unless the completed form of proxy is received by TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 not less than forty eight (48) hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or, with respect to any matters to be dealt with at any adjournment of the Meeting, before the time of the re‐commencement of the adjourned Meeting. Proxies delivered after such time(s) will not be accepted.

REVOCATION OF PROXIES

A Shareholder who has given a proxy may revoke it prior to its use by an instrument in writing executed by the Shareholder or by his attorney duly authorized in writing or, where the Shareholder is a corporation, by a duly authorized officer or attorney of such corporation, and delivered to the registered office of the Corporation, at 18 King Street East, Suite 902, Toronto, Ontario, Canada M5C 1C4 (Attention: Chief Financial Officer) at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, preceding any reconvening thereof, or to the Chairperson of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF PROXIES

The Common Shares represented by a properly executed proxy in favour of persons designated as proxyholders in the enclosed form of proxy will:

• (a) be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be called for; and

• (b) where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be

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voted in accordance with the specifications made on such proxy.

SUCH SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

The enclosed form of proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the person appointed proxyholder thereunder to vote with respect to amendments or variations of matters identified in the notice of Meeting, and with respect to any other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the notice of Meeting are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated by management as proxyholders in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, the management of the Corporation knows of no such amendment, variation or other matter that may be presented to the Meeting.

INFORMATION FOR NON‐REGISTERED SHAREHOLDERS

Only registered Shareholders or proxyholders duly appointed by registered Shareholders are permitted to vote at the Meeting. Most Shareholders of the Corporation are “non‐registered” shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their Common Shares in their own name (referred to herein as “Beneficial Shareholders”) should note that only registered Shareholders are entitled to vote at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in such Shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depositary Services Inc., which company acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for the brokers’ clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting .

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Corporation to the registered Shareholders. However, its purpose is limited to instructing the registered Shareholder (i.e. the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate the responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“ Broadridge ”). Broadridge typically prepares a machine‐readable voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge well in advance of the Meeting) in order to have the Common Shares voted.

The Meeting materials are being sent to both registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“ Objecting Beneficial Owners ”, or “ OBO’s ”) and those who do not object to their identity being made known to the issuers of the securities they own (“ Non‐Objecting Beneficial Owners ”, or “ NOBO’s ”). Subject

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to the provisions of NI 54‐101, issuers may request and obtain a list of their NOBO’s from intermediaries via their transfer agents. If you are a Beneficial Shareholder, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the Common Shares on your behalf.

The Corporation’s OBO’s can expect to be contacted by Broadridge or their broker or their broker’s agents as set out above.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the proxy or voting instruction card provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Circular and the accompanying form of proxy and notice of Meeting are to registered Shareholders unless specifically stated otherwise.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Circular, no person who has been a director or executive officer of the Corporation at any time since January 1, 2022, being the beginning of the Corporation’s last completed financial year, nor any proposed nominee for election as a director of the Corporation, nor any associate or affiliate of any of the foregoing, has or has had any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation is authorized to issue an unlimited number of Common Shares without par value. As at December 29, 2022, the Corporation had 242,042,985 issued and outstanding Common Shares. Only Shareholders of record at the close of business (Toronto time) on December 28, 2022 (the “ Record Date ”) who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Common Shares voted at the Meeting. The list of Shareholders entitled to vote at the Meeting is available for inspection during normal business hours at the offices of the TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario and will be available at the Meeting.

To the knowledge of the directors and executive officers of the Corporation, there are no persons or companies who beneficially own, or exercise control or direction over, directly or indirectly, Common Shares carrying more than ten percent (10%) of the voting rights attached to all outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

GENERAL

Unless otherwise directed, it is the intention of management’s proxyholders to vote proxies in favour of the resolutions set forth herein. To pass, all ordinary resolutions require approval by a simple majority of the votes cast at the Meeting by Shareholders.

1. APPROVAL OF CONVERSION RIGHTS UNDER CONVERTIBLE SECURITY FUNDING AGREEMENT

At the Meeting, Shareholders will be asked to pass an ordinary resolution to approve the right of Lind Global Fund II, LP (“ Lind ”) to exercise warrants and conversion rights under a convertible security funding agreement between Lind and the Corporation (the “ CFSA ”), notwithstanding that such exercise may result in Lind owning more than 19.9% of the outstanding shares of the Corporation.

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The CFSA is for up to CDN$5,000,000 principal amount (the “ Loan Amount ”) of convertible securities that are due two years from the date of issuance. The Loan Amount accrues simple interest at a rate of 10% per annum. At the first closing on March 1, 2022, the Corporation received CDN$3,500,000 less a closing fee of CDN$152,500 (the “ Initial Loan Amount ”). The Corporation issued to Lind an uncertificated convertible security (the “ First Convertible Security ”) in the amount of CDN$4,200,000 which includes pre‐paid interest of CDN$700,000 as set out in the CFSA. At the second closing, which occurred on June 18, 2022, the Corporation received CDN$1,500,000 less a closing fee of 3.5% (the “ Second Loan Amount ”). The Corporation issued to Lind an uncertificated convertible security (the “ Second Convertible Security ”) in the amount of up to CDN$1,800,000 which included pre‐paid interest of CDN$300,000 as set out in the CFSA. At the time of entering into the CFSA, Lind was an arms‐length party to the Corporation.

As further consideration for providing the Initial Loan Amount, Lind received warrants to purchase common shares in the Corporation (the “ Warrants ”) with an exercise price equal to the greater of (i) 130% of the VWAP per Share (in Canadian dollars) for the twenty (20) consecutive Trading Days immediately before the execution date of the Agreement and (i) the VWAP per Share (in Canadian dollars) for the five (5) consecutive Trading Days immediately before the execution date of the CFSA (The “ First Warrants ”). As further consideration for the Second Loan Amount, Lind received Warrants with an exercise price equal to the greater of (i) 130% of the VWAP per Share (in Canadian dollars) for the twenty (20) consecutive Trading Days immediately before the closing date for the Second Loan Amount and (ii) the VWAP per Share (in Canadian dollars) for the five (5) consecutive Trading Days immediately before the closing date for the Second Loan Amount (the “ Second Warrants ”).

The Loan Amount and applicable interest are convertible into common shares in the Corporation (the “ Conversion Shares ”) at a Conversion Price subject to the terms and restrictions set out in the CFSA. The accrued interest will only be convertible once the interest has accrued as confirmed pursuant to section 5.4(f) of the CFSA.

There is a restriction in the warrant certificate and the Agreement prohibiting Lind to exercise their warrants and/or convert the Loan Amount if it would result in Lind owning more than 19.9% of the Corporation until disinterested shareholder approval is received.

APPROVAL OF CONVERSION RIGHTS

Lind has agreed to waive, until May 31, 2023, certain rights pertaining to the CFSA (the “ CFSA Waiver ”). These rights include:

• (i) the right of Lind to terminate the Original CFSA’s in respect of a change of control event; and

• (ii) a historical event of default in respect of overdue and unpaid liabilities of the Corporation in the amount of more than $250,000.

Under the Original CFSA’s, an event of default arises where there is a “Change of Control Event” which includes: (a) a change in the composition of the board of directors of the Corporation where more than 50% of the individuals that were directors at the date of the Original CFSA’s cease to be continuing directors; and, (b) any of the individuals who are the Chief Executive Officer or Chief Financial Officer of the Corporation at the date of the Original CFSA’s cease to hold such position. In addition, the Corporation intends to take takes steps to make all indebtedness current or otherwise restructure its indebtedness to satisfy the terms and conditions of the CFSA and the Original CFSA’s.

In consideration for the CFSA Waiver, the Corporation has agreed to seek shareholder approval of the Conversion Rights Resolution to allow Lind to exercise their warrants and/or convert the Loan Amount, notwithstanding if such exercise or conversion would result in Lind owning more than 19.9% of the Corporation’s shares. As mandated by the CFSA, the Conversion Rights Resolution is required to be passed by a majority of disinterested shareholders casting a vote.

The text of the ordinary resolution, which will be submitted to disinterested Shareholders at the Meeting or any adjournment thereof, is set forth below (the “ Conversion Rights Resolution ”). The Board unanimously recommends voting FOR the Conversion Rights Resolution.

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“NOW THEREFORE BE IT RESOLVED BY ORDINARY RESOLUTION THAT:

1. Lind Global Fund II, LP (“ Lind ”) be authorized to exercise their warrants and/or convert the principal loan amount under the Convertible Security Funding Agreement dated between Lind and the Corporation, notwithstanding if such exercise or conversion would result in Lind owning more than 19.9% of the Corporation’s shares; and

2. any one director or officer of the Corporation be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, to complete all transactions in connection with the Private Placement.”

In addition to approval by the Shareholders as described above, closing of the Private Placement is also subject to certain regulatory approvals and approval by the TSX. The Corporation has applied to the TSX for approval of the Private Placement and for the listing of the Debentures Shares upon completion of the Private Placement. The listing of the Debenture Shares will be subject to meeting TSX additional listing requirements.

2. APPROVAL OF SHARE ISSUANCE TO LIND

Under the CFSA, the Corporation is also required to obtain an ordinary resolution of disinterested shareholders in order to issue greater than 43,723,878 shares of the Corporation to Lind, pursuant to the terms of the CFSA. In addition, under Section 607(g)(ii) of the TSX Company Manual, shareholder approval is required for transactions involving the issuance or potential issuance of listed securities to insiders of a listed issuer during any six month period, if the listed securities issuable amount to more than greater than 10% of the issued and outstanding Common Shares (the “ Shareholder Approval Threshold ”).

As the Corporation’s has 242,042,985 Common Shares issued and outstanding, Lind’s election to proceed with a conversion of the Convertible Securities or an exercise of the Warrants could result in the issuance of Common Shares in excess of the Shareholder Approval Threshold.

In consideration for the CFSA Waiver, the Corporation has agreed to seek shareholder approval of a resolution (the “ Share Issuance Resolution ”) to allow the issuance of greater than 43,723,878 shares of the Corporation to Lind. As mandated by the CFSA and the TSX Company Manual, the Share Issuance Resolution is required to be passed by a majority of disinterested shareholders casting a vote.

The text of the ordinary resolution, which will be submitted to disinterested Shareholders at the Meeting or any adjournment thereof, is set forth below. The Board unanimously recommends voting FOR the Conversion Rights Resolution.

“NOW THEREFORE BE IT RESOLVED BY ORDINARY RESOLUTION THAT:

1. The Corporation be authorized to issue greater than 43,723,878 shares of the Corporation to Lind Global Fund II, LP (“ Lind ”), pursuant to the terms of the Convertible Security Funding Agreement between Lind and the Corporation;

2. any one director or officer of the Corporation, be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, to complete all transactions in connection with the Private Placement.”

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3. ELECTION OF DIRECTORS

Management has proposed that the nominees listed below be elected at the Meeting, as a result of Mr. Paul Perrow, Mr. Danny Callow and Mr. Bruce Humphrey who have tendered their resignation as directors of the Corporation. The proposed nominees, if elected, will immediately join the board, in which case there will be five directors on the board of the Corporation. The term of office of each of the present directors will continue after the Meeting and expire immediately prior to the election of directors at the next annual meeting of the Shareholders of the Corporation. The persons named below will be presented for election at the Meeting as a management’s nominee and management proxyholders will vote FOR the election of this nominee, unless otherwise instructed on the proxy form. Management does not contemplate that this nominee will be unable to serve as a director and the proposed directors have confirmed their willingness to serve as a director. If elected as a director, the proposed nominees will hold office until the next annual general meeting of the Corporation or until their successor is elected or appointed, unless her office is earlier vacated in accordance with the Articles of the Corporation or the provisions of the Business Corporations Act (Ontario) (“ OBCA ”).

The following tables sets out information as at December 29, 2022 on the persons proposed to be nominated by management for election as a director.

Director	History
Grant Sboros Greece Director since: N/A Age:40 Independent:No	Grant Sboros is the Chief Executive Officer of the Company. He previously worked as the Chief Financial Officer of Katanga Mining Limited from 2017 to 2019. From 2013 to 2017 he was DCFO of Mopani Copper Mines PLC. From 2007 until 2013 Grant was Head of Auditing as a Deloitte partner in Mozambique. He is a Chartered Accountant and holds a Honors degree in Accounting Science from the University of South Africa. Mr. Sboros has extensive mining experience in Africa in both operations and finance.
Securities Held(1)
Common Shares Outstanding Options Deferred Share Units Restricted Share Units	0 0 0 0
Other Public Company Board Membership

None.

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Director	History
Neil Said Toronto, Ontario Director since: December 1, 2022 Age:43 Independent:Yes	Neil Said is a businessman and corporate securities lawyer who has worked as an officer and legal consultant to numerous Canadian‐listed companies in the technology, cannabis, mining, oil & gas and healthcare industries. Mr. Said began his career as a securities lawyer at Osler, Hoskin & Harcourt LLP, where he worked on a variety of corporate and commercial transactions. Mr. Said obtained a Juris Doctor from the Faculty of Law at the University of Toronto and he received a Bachelor of Business Administration with a minor in Economics from Wilfrid Laurier University.
Securities Held(1)
Common Shares Outstanding Options Deferred Share Units Restricted Share Units	Nil 175,000 250,000 Nil
Other Public Company Board Membership
O2Gold Inc.

Director	History
Deborah Battiston Fort Erie, Ontario Director since: N/A Age:64 Independent:Yes	Deborah Battiston is a Chartered Professional Account and an ICD.D (“Institute of Corporate Director’s Director”) obtained from the University of Toronto’s Rotman School of Management. Ms. Battiston also holds a BA in Economics from the University of Guelph. She has over 35 years of financial management experience, 24 of which are in the public company sector. Ms. Battiston has broad experience in the mining sector, having been CFO and director of multiple mining companies in various stages of exploration, development, and production. Her experience includes mergers and acquisitions, divestitures, US and Canadian IPO’s,tax,and financing.
Securities Held(1)
Common Shares Outstanding Options Deferred Share Units Restricted Share Units	Nil Nil Nil Nil
Other Public Company Board Membership
Savanna Capital Corp.

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Director

History

Scott Moore Mr. Moore is the Corporation’s former Chief Executive Officer. Mr. Moore is a business executive with over 25 years of experience in the resource and durable Toronto, Ontario goods sectors. He is the former President and CEO of Dacha Strategic Metals, Director since: August 4, 2016 and Executive Vice President of Sulliden Mining Capital Inc. Mr. Moore holds a Bachelor of Arts degree from the University of Toronto and an MBA from the Age: 58 Kellogg School of Management. Independent: No

Securities Held(1)
Common Shares	102,650
Outstanding Options	3,400,000
Deferred Share Units	2,100,000
Restricted Share Units	657,894
Other Public Company Board Membership
O2 Gold Inc.

Directors	History
Martin Schuermann Germany Director since: N/A Age: 57 Independent:Yes	Mr. Schuermann has been a serial entrepreneur throughout different industries and has been involved in the clean energy sector since 2009, becoming the CEO of Vision Motor Corp and Vision Industries where they were focused on developing zero emission transportation solutions, using hydrogen as the dominant energy storage medium. Vision was the first company in the world to put hydrogen powered class 8 trucks through regular duty cycles in the ports of Los Angeles and Long Beach. Mr. Schuermann holds a BA from Westfaelische Wilhelms Universitaet Muenster (Germany) and a MBA from Azusa Pacific University and UCLA (Los Angeles).
Securities Held(1)
Common Shares Outstanding Options Deferred Share Units	0 0 0
Other Public Company Board Membership
Aberdeen International Inc.

Notes:

(1) The information as to the number of Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Corporation, has been furnished by the respective proposed directors individually.

(2) Independent refers to the standards of independence established under National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”).

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Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, to the best of the Corporation’s knowledge, none of the nominees is, as at the date of this Circular, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company, including the Corporation, that: (i) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, in any case that was in effect for more than 30 consecutive days (an “ order ”) that was issued while the nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Mr. Schuermann was the Chief Executive Officer of Vision from January 2009 to December 2014. On September 25, 2014, Vision announced that it had filed for voluntary Chapter 11 bankruptcy protection, which was converted to a Chapter 7 proceeding on December 2014

Personal Bankruptcies

To the best of the Corporation’s knowledge, except as noted below, none of the nominees is, as at the date of this Circular, or has been within the 10 years before the date hereof, (i) a director or executive officer of any company, including the Corporation, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee.

Penalties and Sanctions

To the best of the Corporation’s knowledge, none of the nominees has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

4. ISSUANCE OF SHARES FOR DEBT TO OFFICERS

In recognition of a commitment to preserving capital and maintaining a strong balance sheet, the Corporation proposes to settle an aggregate of $2,348,333 in debt (the “ Debt ”) owed to certain departing officers of the Corporation, subject to the approval of disinterested Shareholders and the TSX, by having the Corporation issue an aggregate of 8,000,000 common shares (the “ Settlement Shares ”) to such officers (collectively, the “ SFD Transactions ”). At a deemed price of $0.19 to $0.35 per Settlement Share (the “ Deemed Price ”) in full satisfaction of the debts owed to them as of the date of this Circular.

The Settlement Shares represent approximately 3.3% of the Corporation’s issued and outstanding common shares as of the date of this Circular. The Deemed Price represents a substantial premium the volume weighted average price of the Common Shares on the TSX as of November, 2022, the month during which the respective SFD Transactions were entered into.

The following table sets out the Debt due to certain officers of the Corporation, which represents unpaid and accrued during the period of April 1, 2022 to November 30, 2022 plus amounts in lieu of termination payments to such departing officers, and the number of Settlement Shares to be issued to each officer to whom such fees were owed in settlement of their portion of the Debt.

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Director or Officer	Debt Outstanding	Settlement Shares Issued in Settlement of Debt
Scott Moore	1,208,333	3,500,000
Paul Bozoki	252,000	1,250,000
Brad Humphrey	242,000	1,250,000
Sam Rasmussen	648,000	2,000,000
Total	2,348,333	8,000,000

The disinterested members of the Board have unanimously approved proceeding with each element of the SFD Transaction, with each director having declared and fully disclosed the nature of its respective interest to the other directors and with each such director abstaining from the review and approval of the agreement that contemplates the settlement of its portion of the Debt.

TSX Matters – Disinterested Shareholder Approval

Pursuant to Section 613(a) of the TSX Company Manual, the SFD Transaction is considered by the TSX as a " Security Based Compensation Arrangement " (as such term is defined the TSX Company Manual), since the SFD Shares are being issued to insiders of the Corporation for past services provided to the Corporation. In accordance with the policies of the TSX, the SFD Transaction requires the approval of disinterested Shareholders, with the votes represented by common shares held by the directors or officers of the Corporation party to the SFD Transaction excluded from the vote. Accordingly, at the Meeting, common shares held by Messrs. Scott Moore, Paul Bozoki, Brad Humphrey and Sam Rasmussen will be excluded for the purposes of determining disinterested Shareholder approval of the SFD Transactions. As of the Record Date, the officers of the Corporation party to the SFD Transactions beneficially owned, directly or indirectly, or exercised control or direction over the following number of common shares, which will be excluded from the shareholder vote to approve the SFD Transactions:

Officer	Number of Common Shares	Percentage of Issued and Outstanding Common Shares
Scott Moore	102,650	0%
Paul Bozoki	0	Nil
Brad Humphrey	80,000	0%
Sam Rasmussen	0	Nil
Total	182,650	0%

Related Party Transaction

The SFD Transaction is subject to the provisions of Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions (" MI 61‐101 "), a multilateral instrument of the Canadian Securities Administrators intended to regulate certain transactions to ensure the protection and fair treatment of minority security holders.

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MI 61‐101 requires, in certain circumstances, enhanced disclosure, approval by a majority of security holders excluding interested or related parties and the preparation of independent valuations and approval.

The protections afforded by MI 61‐101 apply to "related party transactions" (as such term is defined in MI 61‐101). The SFD Transaction is a "related party transaction" under MI 61‐101 as the Corporation is proposing to issue securities to insiders of the Corporation qualifying as a "related party" (as such term is defined in MI 61‐101). Each of the directors of the Corporation receiving Settlement Shares, and their affiliates, (collectively, the " Related Parties ") is a "related party" to the Corporation. While the SFD Transaction constitutes a "related party transaction" under MI 61‐101, it is not subject to the requirements to obtain a formal valuation or minority approval. The Corporation is exempt from such requirements in MI 61‐101 since the fair market value of the SFD Transaction does not exceed 25% of the Corporation's market capitalization at the time the SFD Transaction was negotiated between the Corporation and the Related Parties.

At the Meeting, the following resolution will be submitted to disinterested Shareholders to approve the SFD Transactions, subject to such amendments, variations or additions as may be approved at the Meeting. Management’s nominee and will vote FOR the following resolution, unless otherwise instructed on the proxy form.

"NOW THEREFORE BE IT RESOLVED THAT:

1. The Directors be generally and unconditionally authorized to issue, at such time as the directors of the Corporation may in their sole discretion determine, subject to regulatory approval, up to an aggregate of 8,000,000 common shares, in settlement of debts of up to C$2,348,333 owed to certain officers of the Corporation, at a deemed price of C$0.19 to C$0.35 per common share provided that this authority shall expire fifteen months from the passing of the resolution or, if earlier, the conclusion of the next annual general meeting of the Corporation but, in each case, so that the Corporation may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the Directors may allot shares pursuant to such an offer or agreement as if this authority had not expired; and

2. Any one director or officer of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to do, or cause to be done, all such acts and things and execute (whether under corporate seal or otherwise) and deliver, or cause to be delivered, such other documents, agreements, certificates and statements as such director or officer of the Corporation may deem necessary or desirable in order to carry out any of the foregoing resolutions, the authority for the execution of such documents, agreements, certificates and statements and the doing of such other acts or things to be conclusively evidenced thereby."

OTHER BUSINESS

Management of the Corporation knows of no matters to come before the Meeting other than those referred to in the notice of Meeting accompanying this Circular. However, if any other matters properly come before the Meeting, it is the intention of the management proxyholders to vote on the same in accordance with their best judgment on such matters.

ADDITIONAL INFORMATION

Additional information regarding the Corporation and its business activities is available under the Corporation’s profile on the SEDAR website located at www.sedar.com. The Corporation’s financial information is provided in the Corporation’s audited consolidated financial statements and related management discussion and analysis for its most recently completed financial year and may be viewed on the Corporation’s profile on the SEDAR website at www.sedar.com and on the Corporation’s website at www.eurosunmining.com. Copies of the Corporation’s annual information form, consolidated financial statements and related management discussion and analysis are available upon request, free of charge to Shareholders of the Corporation, by contacting the Chief Financial Officer, at the Corporation’s principal office located at 66 Wellington Street West, Suite 5300, TD Bank Tower Box 48, Toronto, Ontario, M5K 1E6.

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