Eros Resources Corp. Announces Rights Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
NEWS RELEASE
FOR IMMEDIATE RELEASE: May 22, 2020
EROS RESOURCES CORP. ANNOUNCES RIGHTS OFFERING
VANCOUVER,
B.C.
May
22,
2020
–
EROS
Resources
Corp.
(“
EROS
”
or
the
“
Company
”)
(TSXV:
ERC)
announces
that
it
will
be
completing
a
rights
offering
(the
“
Rights
Offering
”)
in
which
holders
of
record
of
the
Company's
common
shares
(the
“
Common
Shares
”),
as
at
the
record
date
of
June
1,
2020,
will
receive
rights
to
subscribe
for
units
of
the
Company
on
the
basis
of
one
right
for
each
Common
Share
held.
The
Rights
Offering
will
be
made
in
all
the
provinces
and
territories
of
Canada
(the
“
Eligible
Jurisdictions
”)
and
in
such
other
jurisdictions where EROS is eligible to make such offering.
Each
right
will
entitle
the
holder
to
subscribe
for
one
unit
of
the
Company
(a
“
Unit
”)
upon
payment
of
a
subscription
price
of
$0.05
per
Unit.
Each
Unit
consists
of
one
Common
Share
and
half
(½)
a
Common
Share
purchase
warrant,
with
each
full
warrant
(a
“
Warrant
”)
exercisable
for
one
Common
Share
at
a
price
of
$0.15
per
share
for
a
period
of
twelve
(12)
months
from
the
issuance
date
of
the
Warrant,
subject
to
early
expiry
in
the
event
the
20-day
weighted
average
trading
price
of
the
Common
Shares
exceeds
$0.30.
The
Warrants,
when
issued, are not expected to be listed on any stock exchange.
Subject
to
the
receipt
of
final
approval
from
the
TSX
Venture
Exchange
(“
TSXV
”),
the
Common
Shares
are
expected
to
commence
trading
on
the
TSXV
on
an
ex-rights
basis
at
the
opening
of
business
on
May
29,
2020.
This
means
that
Common
Shares
purchased
on
or
following
May
29,
2020
will
not
be
entitled
to
receive
rights
under
the
Rights
Offering.
At
that
time,
the
rights
are
expected
to
be
posted
for
trading
on
a
"when
issued"
basis
on
the
TSXV
under
the
symbol
“ERC.RT”.
The
Rights
Offering
will
expire
at
5:00
p.m.
(Toronto
time)
on
August
7,
2020
(the
“
Expiry
Time
”),
after
which
time
unexercised
rights
will
be
void
and
of
no
value.
Shareholders
who
fully
exercise
their
rights
will
be
entitled
to
subscribe
for
additional
Units,
if
not
all
of
the
Units
have
been
subscribed
for
under
the
basic
subscription
privilege
prior
to
the
Expiry
Time,
subject
to
certain
limitations set out in the Company’s rights offering circular (the “
Circular
”).
Details
of
the
Rights
Offering
will
be
set
out
in
the
rights
offering
notice
(the
“
Notice
”)
and
the
Circular,
which
will
be
available
under
the
Company’s
profile
at
www.sedar.com.
The
Notice
and
accompanying
rights
certificate
will
be
mailed
to
each
registered
shareholder
of
the
Company
as
at
the
record
date
that
is
resident
in
the
Eligible
Jurisdictions.
Registered
shareholders
who
wish
to
exercise
their
rights
must
forward
the
completed
rights
certificate,
together
with
the
applicable
funds,
to
the
rights
agent,
Computershare
Investor
Services
Inc.,
on
or
before
the
Expiry
Time.
Shareholders
resident
in
the
Eligible
Jurisdictions
who
own
their
Common
Shares
through
an
intermediary,
such
as
a
bank,
trust
company,
securities
dealer
or
broker,
will
receive
materials
and
instructions
from
their
intermediary.
Rights
certificates
will
not
be
issued
and
forwarded
to
registered
holders
of
Common
Shares
who
are
not
resident
in
the
Eligible
Jurisdictions.
Beneficial
shareholders
of
the
Company
not
resident
in
an
Eligible
Jurisdiction
may
also
be
restricted
from
participating
in
the
Rights
Offering.
Shareholders
of
the
Company
who
reside
outside
of
the
Eligible
Jurisdictions
should
review
the
Circular
for
information
respecting their rights.
The
Company
understands
that
certain
directors
and
officers
of
the
Company
who
own
Common
Shares
intend
to
exercise their rights to purchase Units under the Rights Offering.
The
Company
currently
has
48,446,887
Common
Shares
outstanding.
A
maximum
of
48,446,887
Units
will
be
issued
under
the
Rights
Offering.
If
all
the
rights
issued
are
validly
exercised,
the
offering
will
raise
gross
proceeds
of
approximately
$2,422,344.35,
the
net
proceeds
of
which
will
be
used
to
make
strategic
tax
advantaged
investments
that
will
grow
the
value
of
our
asset
portfolio
while
reducing
future
income
tax
liabilities,
to
maintain
the
Company’s
Bell
Mountain
Project
and
for
general
corporate
purposes.
See
the
Circular
for additional information.
The
completion
of
the
Rights
Offering
is
not
subject
to
EROS receiving
any
minimum
amount
of
subscriptions.
The Company has not entered into any standby guarantee with any party in respect of the Rights Offering.
The
Rights
Offering
is
subject
to
regulatory
approval,
including
the
approval
of
the
TSXV.
The
Company
has
obtained conditional approval from the TSXV.
About EROS
Eros
Resources
Corp.
is
a
Canadian
public
company
listed
on
the
Toronto
Venture
Exchange.
The
Company’s
business
objective
is
the
identification,
acquisition
and
exploration
of
advanced-stage
projects
with
a
North
American
focus.
In
addition,
the
Company
plans
to
make
strategic
investments
with
a
global
focus
on
a
diverse
commodity base. EROS managements’ expertise supports this strategy.
For further information, please contact:
EROS Resources Corp.
Ron Netolitzky
President and Chief Executive Officer
Phone: 604-688-8115
ANY
SECURITIES
REFERRED
TO
HEREIN
WILL
NOT
BE
REGISTERED
UNDER
THE
US.
SECURITIES
ACT
OF
1933
(THE
“1933
ACT”)
AND
MAY
NOT
BE
OFFERED
OR
SOLD
IN
THE
UNITED
STATES
OR
TO
A
U.S.
PERSON
IN
THE
ABSENCE
OF
SUCH
REGISTRATION
OR
AN
EXEMPTION
FROM
THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT.
This
press
release
shall
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
nor
shall
there
be
any
sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
This
release
contains
forward-looking
statements.
All
statements,
other
than
statements
of
historical
fact
that
address
activities,
events
or
developments
that
we
believe,
expect
or
anticipate
will
or
may
occur
in
the
future
are
forward-looking
statements.
These
forward-looking
statements
reflect
our
current
expectations
or
beliefs
based
on
information
currently
available
to
us.
Forward-looking
statements
in
this
release
include,
without
limitation,
statements
with
respect
to:
the
closing
of
the
Rights
Offering,
the
gross
proceeds
of
the
Rights
Offering
and
the
use
of
proceeds
from
the
Rights
Offering.
Forward-looking
statements
are
subject
to
a
number
of
risks
and
uncertainties
that
may
cause
our
actual
results
to
differ
materially
from
those
discussed
in
the
forward-looking
statements
and,
even
if
such
actual
results
are
realized
or
substantially
realized,
there
can
be
no
assurance
that
they
will
have
the
expected
consequences
to,
or
effects
on,
us.
Factors
that
could
cause
actual
results
or
events
to
differ
materially
from
current
expectations
include,
among
other
things,
uncertainties
relating
to
the
availability
and
cost
of
funds;
closing
the
Rights
Offering;
delays
in
obtaining
or
failure
to
obtain
required
approvals
to
complete
the
Rights
Offering;
the
uncertainty
associated
with
estimating
costs
to
complete
the
Rights
Offering,
including
those
yet
to
be
incurred;
potential
risks
and
uncertainties
relating
to
the
ultimate
geographic
spread
of
the
novel
coronavirus
(COVID-19),
the
severity
of
the
disease,
the
duration
of
the
COVID-19
outbreak,
actions
that
may
be
taken
by
governmental
authorities
to
contain
the
COVID-19
outbreak
or
to
treat
its
impact
and
the
potential
negative
impacts
of
COVID-19
on
the
global
economy
and
financial
markets;
and
other
risks
related
to
our
business
and
the
Rights
Offering.
Any
forward-looking
statement
speaks
only
as
of
the
date
on
which
it
is
made
and,
except
as
may
be
required
by
applicable
securities
laws,
we
disclaim
any
intent
or
obligation
to
update
any
forward-looking
statement,
whether
as
a
result
of
new
information,
future
events
or
results
or
otherwise.
Although
we
believe
that
the
assumptions
inherent
in
the
forward-looking
statements
are
reasonable,
forward-looking
statements
are
not
guarantees
of
future
performance
and,
accordingly,
undue
reliance
should
not be put on such statements due to their inherent uncertainty.
Neither
the
TSX
Venture
Exchange
nor
its
Regulation
Services
Provider
(as
that
term
is
defined
in
the
policies
of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
EROS Resources Corp.
Investor Inquiries:
Suite 420 - 789 West Pender Street
Lubica Keighery
Vancouver, British Columbia,
VP Corporate Development
Canada, V6C 1H2
c: 778-889-5476
T: 604-688-8115
w:
www.erosresourcescorp.com