VANCOUVER, BC, Jan. 24,
2025 /CNW/ - Eros Resources Corp. (TSXV: ERC)
(OTCQB: EROSF) ("Eros"), MAS Gold Corp.
(TSXV: MAS) ("MAS Gold") and Rockridge Resources
Ltd. (TSXV: ROCK) ("Rockridge") are pleased to announce
that, further to their news release dated October 1, 2024, the companies have completed
their three-way merger transaction (the "Transaction")
pursuant to the business combination agreement dated September 30, 2024 (the "Business Combination
Agreement"), whereby Eros acquired all of the issued and
outstanding shares of both Rockridge and MAS Gold that it did not
already own by way of two plans of arrangement under the
Business Corporations Act (British
Columbia) (collectively, the "Arrangements"). The
Transaction results in Rockridge and MAS Gold becoming wholly-owned
subsidiaries of Eros. The completion of the Transaction marks a new
era for the companies, combining the high-grade gold and copper
assets of Rockridge and MAS Gold in Saskatchewan and Eros' portfolio of
equities. The Transaction obtained requisite approval by the
shareholders of each of the companies on January 6, 2025 and the Arrangements were
approved by the Supreme Court of British
Columbia on January 9,
2025.
Under the terms of the Arrangements, former shareholders of
Rockridge are now entitled to receive 0.375 (the "Rock Exchange
Ratio") common shares of Eros (each full share, an
"Eros Share") for each
Rockridge common share (a "Rockridge Share") held and former
shareholders of MAS Gold are now entitled to receive 0.25 (the
"MAS Exchange Ratio" and together with the Rock Exchange
Ratio, the "Exchange Ratio") Eros Shares for each MAS
Gold common share (a "MAS Gold Share") held immediately
prior to the effective time of the Arrangements (collectively, the
"Consideration"). Existing Eros shareholders own
approximately 42.37% of the combined company, former MAS Gold
shareholders own approximately 37.33% of the combined company, and
former Rockridge shareholders own approximately 20.30%.
In order to receive the Consideration, registered shareholders
of Rockridge Shares and MAS Gold Shares will be required to deposit
their share certificate(s) or direct registration system advises
representing such Rockridge Shares or MAS Gold Shares, as
applicable, together with the duly completed letter of transmittal,
with Computershare Investor Services Inc., the depositary under the
Arrangements. Shareholders whose Rockridge Shares and MAS Gold
Shares are registered in the name of a broker, dealer, bank, trust
company or other nominee should contact their nominee regarding the
receipt of the Consideration.
Rockridge and MAS Gold Options and Warrants
Holders of Rockridge options ("Rockridge Options") and
MAS Gold options ("MAS Options") have received
replacement options under the Arrangements, exercisable for Eros
Shares at the applicable Exchange Ratio. All other terms and
conditions of the replacement options, including the term of
expiry, vesting, conditions to and manner of exercising, are the
same as the Rockridge Options or MAS Options, as applicable, for
which they were exchanged and the documents evidencing Rockridge
Options or MAS Options, as applicable, will be deemed to evidence
the replacement options issued in exchange therefor. No
certificates evidencing the replacement options will be issued.
Warrants to purchase Rockridge Shares ("Rockridge
Warrants") and MAS Gold Shares ("MAS Warrants"), other
than those that have been exercised prior to the effective time of
the Arrangements, will continue to remain outstanding as warrants
of Rockridge or MAS Gold, as applicable, which, upon exercise, will
entitle the holder thereof to receive, the Consideration in lieu of
a Rockridge Share or MAS Gold Share, as applicable, for each
Rockridge Warrant or MAS Warrant, as applicable, so exercised.
Leadership and Governance
Upon closing of the Transaction, the board of directors of Eros
was re-constituted to (5) directors, with the appointment of
Jordan Trimble, Jonathan Wiesblatt, Joseph Gallucci, Ross
McElroy and Tim Termuende.
Management of the Eros is led by Jordan
Trimble as President, Jonathan
Wiesblatt as Chief Executive Officer and Chantelle Collins as Chief Financial
Officer.
Delisting of Rockridge Shares and MAS Gold Shares
The Rockridge Shares and MAS Gold Shares are expected to be
delisted from the TSXV as of the closing of the market on
January 27, 2025.
Early Warning System Matters regarding Rockridge and MAS
Gold
Pursuant to National Instrument 62-103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues
and in connection with the filing of Early Warning Reports
regarding the acquisitions by Eros of: (i) all the common shares of
Rockridge, a corporation incorporated under the laws of
British Columbia, with its
securities trading until completion of the Transaction on the TSXV
under the symbol "ROCK" and having a head office located at Suite
#1030 – 505 Burrard Street, Vancouver,
British Columbia, Canada, and (ii) all the common shares of
MAS Gold (other than MAS Shares already owned by Eros), a
corporation incorporated under the laws of British Columbia, with its securities trading
until completion of the Transaction on the TSXV under the symbol
"MAS" and having a head office located at 107-3239 Faithfull Av.,
Saskatoon, Saskatchewan, S7K 8H4,
Canada, Eros advises as
follows:
On January 24, 2025, Eros, of
420-789 West Pender Street, Vancouver,
British Columbia V6H 1H2, Canada, acquired: (i) 125,006,617 Rockridge
Shares in connection with the implementation of a plan of
arrangement of Rockridge under the Business Corporations Act
(British Columbia), in
consideration of the issuance of: (i) an aggregate of 46,877,482
Eros Shares (having a market value of $2,343,874.10 based on the closing price of the
Eros Shares on the TSXV of $0.05 on
January 23, 2025), being 0.375 Eros
Shares for each Rockridge Share so acquired; and (ii) 349,677,036
MAS Gold Shares in connection with the implementation of a plan of
arrangement of MAS Gold under the Business Corporations Act
(British Columbia), in
consideration of the issuance of: (i) an aggregate of 87,419,206
Eros Shares (having a market value of $4,370,960.30 based on the closing price of the
Eros Shares on the TSXV of $0.05 on
January 23, 2025), being 0.25 Eros
Shares for each MAS Gold Share so acquired.
Immediately prior to the Transaction, Eros held, directly or
indirectly, or exercised control or direction over, nil
Rockridge Shares and 39,228,572 MAS Gold Shares, representing
approximately 10.21% of the outstanding MAS Gold Shares on a
non-diluted basis. After giving effect to the Transaction, Eros
acquired control and ownership over an aggregate of 125,006,617
Rockridge Shares, representing 100% of Rockridge's issued and
outstanding common shares and 349,677,036 MAS Gold Shares not
already owned by Eros, representing 100% of MAS Gold's issued and
outstanding common shares.
Copies of the Early Warning Reports disclosing the Transaction
in respect of Rockridge and MAS Gold will be filed in accordance
with applicable Canadian securities laws and will be available
under Rockridge's and MAS Gold's, as applicable, SEDAR+ profiles at
www.sedarplus.ca and can be obtained from Eros at 420-789 West
Pender Street, Vancouver, British
Columbia V6H 1H2.
Shares for Debt Settlement
In connection with the Transaction and pursuant to a debt
conversion agreement dated September 30,
2024 entered into between Eros and
Ronald Netolitzky, a former director of Eros and former
Interim Chief Executive Officer of MAS Gold, Eros has issued an
aggregate of 2,352,000 preferred shares ("Debt Shares") at a
deemed price of $1.00 per share to
Mr. Netolitzky as settlement for an aggregate of
$2,352,000 owing to Mr. Netolitzky
pursuant to a promissory note issued by Eros.
Additional Information
Full details of the Transaction, the Arrangements and certain
other matters are set out in the joint management information
circular of Eros, Rockridge and MAS Gold dated November 26, 2024 and can be found under each of
the companies' respective profiles on SEDAR+ at
www.sedarplus.ca.
About Eros Resources Corp.
Eros Resources Corp. is a Canadian public mineral exploration
company listed on the TSXV focused on the acquisition, exploration
and development of mineral resources properties in Canada and advancing its copper and gold
exploration projects in Saskatchewan, including four properties in the
prospective La Ronge Gold Belt totaling 35,175.6 hectares (86,920.8
acres), as well as the 100% owned Knife Lake Project and Raney Gold
Project, which is a high-grade gold exploration project
located in the same greenstone belt that hosts the world class
Timmins and Kirkland Lake lode gold mining camps.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS
NEWS RELEASE.
None of the securities to be issued pursuant to the Transaction
have been, nor will be, registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any U.S. state securities laws, and may not be offered or sold in
the United States or to, or for
the account or benefit of, United
States persons absent registration or an applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy securities in the United
States, nor in any other jurisdiction.
Forward-Looking Information and Statements
This press release contains certain "forward-looking
information" and "forward-looking statements" within the meaning of
applicable securities legislation. Such forward-looking information
and forward-looking statements are not representative of historical
facts or information or current condition, but instead represent
only the beliefs of each of the companies regarding future events,
plans or objectives, many of which, by their nature, are inherently
uncertain and outside of the companies' control. Generally, such
forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such "could",
"intend", "expect", "believe", "will", "projected", "planned",
"estimated", "soon", "potential", "anticipate" or variations of
such words. By identifying such information and statements in this
manner, the companies are alerting the reader that such information
and statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the companies
and/or the combined company to be materially different from those
expressed or implied by such information and statements.
Forward-looking statements in this news release may include but are
not limited to: statements concerning the expected timing by which
the Rockridge Shares and MAS Gold Shares will be delisted from the
TSXV; and the timing of the Eros Shares issued as Consideration
trading on the TSXV; the anticipated benefits of the Transaction;
the anticipated timing of filing of necessary early warning
reports; and the business plans, expectations, and goals of the
combined company.
In addition, in connection with the forward-looking information
and forward-looking statements contained in this press release, the
companies have made certain assumptions. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information and statements are the
following: the ability to recognize the anticipated benefits of the
Transaction; unexpected costs related to the Transaction; the
inability of the combined company to work effectively with
strategic partners and any changes to key personnel; inability of
the combined company to successfully complete a private placement
or other financing upon completion of the Transaction; and material
adverse changes in general economic, business and political
conditions, including changes in the financial markets;
geopolitical risk and changes in applicable laws or regulations;
operational risks; meeting the continued listing requirements of
the TSXV; and other factors set forth in the joint management
information circular of Eros, Rockridge and MAS Gold under the
section "Risk Factors", available on each of the companies'
respective SEDAR+ profiles at www.sedarplus.ca. These risks are not
intended to represent a complete list of the factors that could
affect the combined company; however, these factors should be
considered carefully. Should one or more of these risks,
uncertainties or other factors materialize, or should assumptions
underlying the forward-looking information or forward-looking
statements prove incorrect, actual results may vary materially from
those described herein. The impact of any one assumption, risk,
uncertainty, or other factor on a particular forward-looking
statement cannot be determined with certainty because they are
interdependent and the combined company's future decisions and
actions will depend on management's assessment of all information
at the relevant time.
Although Eros believes that the assumptions and factors used in
preparing, and the expectations contained in, the forward-looking
information and forward-looking statements are reasonable, undue
reliance should not be placed on such information and
forward-looking statements, and no assurance or guarantee can
be given that such forward-looking information and forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information and statements. The forward-looking information and
forward-looking statements contained in this press release are made
as of the date of this press release, and Eros does not undertake
to update any forward-looking information and/or forward-looking
statements that are contained or referenced herein, except in
accordance with applicable securities laws.
SOURCE MAS Gold Corp.