Eros Resources Closes Oversubscribed $2.1 million Private Placement Financing
Suite 1030 – 505 Burrard Street, Vancouver, BC, Canada, V7X1M5
April 4th, 2025
NEWS RELEASE
Eros Resources Closes Oversubscribed $2.1 million Private Placement Financing
Vancouver, BC, April 4, 2025 – Eros Resources Corp. (TSXV: ROCK) (OTCQB: EROSF)
(“Eros” or the “ Company”) is pleased to announce the closing of its private placement
of C$2,077,500 (the " Financing"), which represents an oversubscription of $277,500 of the
originally planned financing.
The Company has allotted and issued 41,550,000 units (the " Units") at a price of C$0.05 per
Unit (the " Offering Price") for gross proceeds of $2,077,500. Each Unit consists of one common
share and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable into
one additional common share (a "Warrant Share") for three (3) years from closing at an exercise
price of C$0.075 per Warrant Share, subject to accelerated expiry.
In the event that, after the date that is four months from the date of issue of the Warrants, if the
closing price of the Company's common shares on the TSX Venture Exchange (the “ TSXV”) or
any other stock exchange on which the Company's common shares are then listed, is at a price
equal to or greater than $0.10 for a period of ten (10) consecutive trading days, the Company will
have the right to accelerate the expiry date of the Warrants by issuing a press release announcing
that the Warrants will expire a t 5:00 p.m. (Vancouver time) on the date that is not less than 30
days from the date notice is given.
Management and Board, as insiders of the Company, has subscribed for an aggregate 5,800,000
Units for gross proceeds of $290,000. The issuance of the Units to the insider s is considered a
related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from
the formal valuation and minority shareholder approval requirements provided under sections
5.5(a) and 5.7(a) of MI 61 -101 on the basis that the participation by the insider will not exceed
25% of the fair market value of the Company's market capitalization.
Pursuant to the Financing, the Company has paid finder’s fees of $14,000 to arm’s -length’s
parties. The net proceeds from the Financing will be used by the Company for general working
capital and exploration expenditures in Saskatchewan. The Financing is subject to final TSX V
approval and all securities issued are subject to a four-month-and-one-day hold period.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act ") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons unless
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registered under the U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available.
About Eros Resources Corp.
Eros Resources Corp. is a Canadian public mineral exploration company listed on the TSX
Venture focused on the acquisition, exploration and development of mineral properties in Canada.
The Company is advancing its gold and copper projects in Saskatchewan, including two gold
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 copper project.
For further information, please contact:
Eros Resources Corp.
Jonathan Wiesblatt, Chief Executive Officer
Email: [email protected]
For further information contact myself or:
Andrew Ramcharan, Corporate Communications
Eros Resources Corp.
Telephone: 647-309-5130
Toll Free: 800-567-8181
Facsimile: 604-687-3119
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 fo r 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, Eros is
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
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achievements of Eros to be materially different from those expressed or implied by such
information and statements.
In addition, in connection with the forward -looking information and forward -looking statements
contained in this press release, Eros has 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 include: 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
Resources Ltd. and MAS Gold Corp. 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 Eros; 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 info rmation 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.