MAS Gold Announces Special Meeting for Three-Way Merger

SASKATOON, SK, Dec. 2, 2024 /CNW/ – MAS Gold Corp. MAS MSGCF (Frankfurt: 63G) (“MAS Gold” or the “Company“) is excited to announce the filing and delivery of a joint management information circular. This document involves MAS Gold, Rockridge Resources Ltd. (“Rockridge“), and Eros Resources Corp. (“Eros“), dated November 26, 2024 (the “Circular“). It outlines a special meeting for the shareholders to vote on a proposed three-way merger (the “Transaction“). Under this proposal, Eros will acquire (i) all shares of Rockridge and (ii) all MAS Gold shares it does not already own, via plans under the Business Corporations Act (British Columbia).

Through this transaction, MAS Gold shareholders will receive 0.25 Eros shares for each MAS Gold share held. Rockridge shareholders will get 0.375 Eros shares for each Rockridge share they hold. After the merger, existing shareholders of Eros will comprise around 42.37% of the new company, while MAS Gold and Rockridge shareholders will represent approximately 37.33% and 20.30%, respectively, based on the current share counts.

Advantages of the Merger:

• Experienced Leadership: The management team will consist of individuals with years of experience in enhancing stakeholder value and expertise in capital markets.
• Valuable Resources in Saskatchewan: The merged company will own high-grade gold and copper assets over approximately 77,890 hectares of mineral claims, aiming to attract strategic partners for potential discoveries.
• Solid Financial Standing: The new organization will benefit from Eros’ equities, valued at over $7.5 million as of June 30, 2024.

The board of directors unanimously recommends shareholders vote in favor of the transaction. They have provided detailed reasons for their recommendation in the Circular, outlined under “The Transaction – Reasons for the Transaction.”

The Circular contains critical information regarding the merger, including its background, rationale for board recommendations, voting procedures, and information about the upcoming Meeting. Shareholders should read it thoroughly.

The Circular and related meeting documents are accessible through the Company profile on SEDAR+ (www.sedarplus.ca) and on the Company’s website at https://www.masgoldcorp.com/investors/agm/.

Due to the ongoing national strike initiated by the Canadian Union of Postal Workers on November 15, 2024 (the “Strike“), Canada Post services have been disrupted. In light of this, MAS Gold will provide the Circular and meeting materials via email or courier if requested by shareholders. They can contact the Company at 306-260-0234 or via email at karen@Masgoldcorp.com.

The Meeting is scheduled for January 6, 2025, at Eros’s offices, 420-789 West Pender Street, Vancouver, British Columbia V6H 1H2, starting at 10:00 a.m. (Vancouver time). Only shareholders recorded as of November 8, 2024, will be eligible to vote.

Shareholders are encouraged to cast their votes ahead of the Meeting, following the instructions provided in the proxy or voting instruction form sent to them. The deadline
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Deadline Set for Proxy Voting: January 2, 2025

Shareholders must return their completed proxies or voting instruction forms by January 2, 2025 at 10:00 a.m. (Vancouver time). It’s important to note that shareholders who hold their shares through a broker, bank, or other intermediary may need to submit their voting instruction forms before January 2, 2025 to ensure their votes are counted.

For those not registered directly, contacting the proxy department at your broker or intermediary is highly encouraged. They can provide assistance with the voting process. Non-registered shareholders must follow the instructions given by their broker and require a specific 16-digit control number to cast their vote.

Receipt of Interim Orders

The Company also reports that the Supreme Court of British Columbia granted interim orders regarding the Rockridge Arrangement and the MAS Arrangement, collectively referred to as the “Interim Orders.” These orders allow for various activities related to the Rockridge Arrangement and the MAS Arrangement, including conducting meetings for the shareholders of Rockridge and MAS Gold.

Rockridge and MAS Gold Announce Exciting New Transaction

Key Information about the Transaction

The Circular has been sent to shareholders of Rockridge and MAS Gold regarding their upcoming business combination. Full details of this Transaction can be found in the Business Combination Agreement, available on the Company’s SEDAR+ profile at www.sedarplus.ca.

Overview of MAS Gold Corp.

MAS Gold Corp. is a Canadian mineral exploration firm dedicated to advancing its gold projects within the La Ronge Gold Belt in Saskatchewan. The company is currently exploring four properties in this highly promising area. These properties—Preview South West, Greywacke Lake, Contact Lake, and North Lake—cover a total of 29,949.10 hectares (74,005.84 acres). Located in the geologically rich La Ronge, Kisseynew, and Glennie Domains, these sites present substantial opportunities for gold discovery.

Neither the TSXV nor its regulatory service provider takes responsibility for the accuracy of this news release.

It’s important to note that none of the securities resulting from the Transaction have been registered under the U.S. Securities Act of 1933 or any relevant state laws. As such, these securities cannot be sold in the United States or to U.S. persons without proper registration or exemptions. This announcement does not constitute an offer to sell securities in the United States or any other jurisdiction.

Caution Regarding Forward-Looking Information

This announcement includes “forward-looking information” and “forward-looking statements” in accordance with applicable securities laws. These statements do not reflect historical facts but rather the company’s expectations about future events, many of which are uncertain and beyond its control. Common phrases like “could,” “expect,” and “anticipate” indicate forward-looking information. This highlights that these statements could change based on various risks and uncertainties that may lead to different outcomes than expected.

Several factors could affect the actual results, including challenges in integrating the companies, achieving projected synergies, obtaining necessary approvals, and navigating changes in market conditions. These considerations are crucial, as they could significantly alter the expectations contained in this release. Should any risks materialize, or if assumptions prove to be incorrect, the actual outcomes could vary widely from what has been described.

The company is cautious about the assumptions and conditions underlying these forward-looking statements but encourages readers to critically assess the information provided. While MAS Gold believes in the reasonableness of its projections, it cannot guarantee their accuracy. The information is current as of this release date, and the company does not undertake to update these statements, except as required by law.

SOURCE MAS Gold Corp.

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