Eros Resources Corp. Completes Major Merger with MAS Gold and Rockridge Resources
VANCOUVER, BC, Jan. 24, 2025 /CNW/ – Eros Resources Corp. ERC EROSF (“Eros“), MAS Gold Corp. MAS (“MAS Gold“) and Rockridge Resources Ltd. ROCK (“Rockridge“) are pleased to announce that they have completed their three-way merger transaction (the “Transaction“). This follows their previous announcement dated October 1, 2024. The merger solidifies Eros’s acquisition of all issued shares of both Rockridge and MAS Gold that it did not own, through two plans of arrangement under the Business Corporations Act in British Columbia (collectively, the “Arrangements“). Following this Transaction, both Rockridge and MAS Gold become wholly-owned subsidiaries of Eros, integrating their high-grade gold and copper assets located in Saskatchewan with Eros’s existing portfolio.
The Transaction received approval from shareholders of each company on January 6, 2025, and the Arrangements were sanctioned by the Supreme Court of British Columbia on January 9, 2025.
Shareholder Considerations
Under the terms of the Arrangements, shareholders of Rockridge will receive 0.375 common shares of Eros (the “Rock Exchange Ratio“) for each Rockridge common share they hold (a “Rockridge Share“). Former MAS Gold shareholders will receive 0.25 Eros shares (the “MAS Exchange Ratio“) for each MAS Gold share (a “MAS Gold Share“). Collectively, this proportion is referenced as the “Consideration“. Post-merger, existing Eros shareholders will own approximately 42.37% of the new company, while former MAS Gold shareholders will hold about 37.33% and former Rockridge shareholders will account for around 20.30%.
To receive the Consideration, registered shareholders of Rockridge and MAS Gold need to deposit their share certificates or equivalent evidence with Computershare Investor Services Inc., the designated depositary under the Arrangements. Those who hold shares through a broker or dealer should consult their respective representatives about how to proceed.
Options and Warrants Transition
Holders of Rockridge options (“Rockridge Options“) and MAS Gold options (“MAS Options“) will receive replacement options under the Arrangements, which can be exercised for Eros shares at the relevant Exchange Ratio. The terms for these replacement options will mirror those of the original Rockridge or MAS Options, including their expiry and vesting conditions. No new certificates for the replacement options will be issued.
Furthermore, Rockridge Warrants and MAS Warrants that are not exercised before the Arrangements take effect will remain as outstanding warrants. Upon exercising these, holders will receive the Consideration instead of the corresponding shares.
New Leadership Structure
The completion of the Transaction also led to a restructuring of Eros’s board of directors, appointing five new members: Jordan Trimble, Jonathan Wiesblatt, Joseph Gallucci, Ross McElroy, and Tim Termuende. The management team will be led by Jordan Trimble as President, Jonathan Wiesblatt as Chief Executive Officer, and Chantelle Collins as Chief Financial Officer.
Expected Delisting from TSXV
The Rockridge Shares and MAS Gold Shares will likely be delisted from the TSXV following the closing of this merger. This marks a significant change in the landscape for these companies as they come together under the Eros umbrella, setting the stage for enhanced operations in the mining sector.
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Eros Resources Completes Major Acquisitions of Rockridge and MAS Gold
Eros Resources Announces Key Transactions Involving Rockridge and MAS Gold
In accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Eros is providing important details about its recent acquisitions. The company has taken significant steps to acquire (i) all common shares of Rockridge, a British Columbia corporation listed on the TSXV under the symbol “ROCK,” and (ii) all remaining common shares of MAS Gold, also a British Columbia corporation trading on TSXV under “MAS.”
On January 24, 2025, Eros, based in Vancouver, acquired: (i) 125,006,617 Rockridge shares as part of a corporate reorganization under the Business Corporations Act of British Columbia. This acquisition was in exchange for 46,877,482 Eros shares valued at $2,343,874.10, based on a closing price of $0.05 per share on January 23, 2025; and (ii) 349,677,036 MAS Gold shares under a similar arrangement, resulting in the issuance of 87,419,206 Eros shares valued at $4,370,960.30 at the same price.
Before this transaction, Eros had no shares in Rockridge and owned 39,228,572 MAS Gold shares, equating to about 10.21% of the total MAS shares available. After completing the deal, Eros now controls 100% of Rockridge’s common shares and all MAS Gold stocks, effectively consolidating its holdings in these companies.
The Early Warning Reports that detail these transactions for Rockridge and MAS Gold will be filed under Canadian securities law and will be available on the companies’ SEDAR+ profiles at www.sedarplus.ca. Interested parties can also request information directly from Eros at 420-789 West Pender Street, Vancouver, British Columbia V6H 1H2.
Debt Settlement Through Share Issuance
As part of this transaction, Eros has issued 2,352,000 preferred shares (“Debt Shares“) to Ronald Netolitzky, a former director of Eros, in accordance with a debt conversion agreement dated September 30, 2024. This issuance, at a deemed price of $1.00 each, settles a total debt of $2,352,000 owed to Mr. Netolitzky.
Further Details Available
Comprehensive information about the transactions, arrangements, and other relevant details can be found in the joint management information circular issued by Eros, Rockridge, and MAS Gold dated November 26, 2024, accessible under each company’s profile on SEDAR+ at www.sedarplus.ca.
About Eros Resources Corp.
Eros Resources Corp. is a Canadian public mineral exploration company based in Vancouver, focused on acquiring, exploring, and developing mineral properties in Canada. The company is advancing copper and gold projects, particularly in Saskatchewan, with notable exploration efforts in the La Ronge Gold Belt totaling approximately 35,175.6 hectares (86,920.8 acres), alongside the wholly owned Knife Lake Project and Raney Gold Project, both located in a mineral-rich greenstone belt near Timmins and Kirkland Lake.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
Please note that none of the securities resulting from the transaction have been or will be registered under the United States Securities Act of 1933, nor any U.S. state securities laws, and may not be offered or sold within the United States without registration or an exemption from applicable requirements. This press release does not constitute an offer to sell or the issuance of any securities.
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Understanding Forward-Looking Statements
This press release includes “forward-looking information” and “forward-looking statements” as defined by securities laws. Please note that these are not historical facts or current conditions. Instead, they are the companies’ beliefs about future events, plans, or goals, which are often uncertain and beyond their control. Phrases like “could,” “anticipate,” “expect,” and “projected” signal these forward-looking elements. The purpose of this terminology is to remind the reader that actual outcomes may differ significantly from what is anticipated due to a variety of risks and uncertainties.
Forward-looking statements in this announcement may cover areas such as the timeline for the delisting of the Rockridge Shares and MAS Gold Shares from the TSXV, as well as when Eros Shares will start trading on the TSXV. They also include expectations regarding the benefits of the transaction, the filing of necessary reports, and the future objectives of the newly formed company.
Furthermore, a set of assumptions underlies these forward-looking statements. Notably, key factors that could lead to variance between actual outcomes and expectations include: the potential to achieve the anticipated benefits of the transaction, unforeseen costs, challenges in collaborating with strategic partners, the impact of personnel changes, difficulties in securing financing post-transaction, and adverse changes in the economic, business, or political climate. Each of these factors is detailed in the “Risk Factors” section of the companies’ joint management information circular, available on their SEDAR+ profiles at www.sedarplus.ca.
This list is not exhaustive; other risks could also influence the combined company. It is essential to evaluate these factors cautiously, as the emergence of any could lead to a significant divergence in results from what has been described. Moreover, because these assumptions and risks often interact, it is difficult to determine the impact of one particular factor on the forward-looking statements.
While Eros is confident in the assumptions and expectations forming these forward-looking statements, it is important to recognize that they may not be entirely reliable. Actual outcomes may differ from what has been outlined in this release. The statements are made as of the date hereof, and Eros does not commit to updating any forward-looking information unless required by applicable securities laws.
SOURCE MAS Gold Corp.
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