Eros Resources Corp. Provides Updates and Clarification on the Bell Mountain Transaction
NEWS RELEASE
August 27, 2024
Eros Resources Corp. Provides Updates and Clarification on the Bell Mountain Transaction
VANCOUVER, BC, August 27, 2024 - Eros Resources Corp. (“ Eros” or the “ Company”) (TSXV:
ERC) continues to work towards satisfying the conditions to completing the sale of its Bell Mountain gold project,
located in Churchill County, Nevada (the “Transaction”). The Transaction is governed by a purchase agreement
dated November 3, 2023, as amended on January 8, 2024, March 15, 2024, May 31, 2024 and August 15, 2024
between the Company, Bell Mountain Exploration Corp., a wholly owned subsidiary of the Company, Lincoln
Gold Mining Inc. (“Lincoln”) (TSXV: LMG) and Lincoln Resource Group Corp., a wholly -owned subsidiary of
Lincoln.
The terms of the Transaction are as disclosed in the Company’s press release of May 6, 2024. Pursuant to the
amending agreement s dated May 31, 2024 and August 15, 2024, the parties extended the outside date of the
Transaction to November 15, 2024.
The closing of the Transaction is subject to the satisfaction of customary closing conditions for a transaction of this
type, including acceptance by TSX Venture Exchange (the “TSXV”). The Transaction will be an arm’s length
transaction under TSXV policies, but is considered a Reviewable Disposition as defined in TSXV Policy 5.3
Acquisitions and Dispositions of Non-Cash Assets. As a result, Eros shareholder approval is required as the TSXV
deems the Transaction to be a sale of more than 50% of the Corporation’s assets, business or undertaking. Eros is
seeking shareholder approval of the transaction at its September 24, 2024 shareholder meeting. Shareholders will
be asked to approve an o rdinary resolution in respect of the Transaction, being the majority of the votes cast by
shareholders voting at the meeting. Please see the Company’s management proxy circular dated August 23, 2024
for additional information.
Eros received conditional ac ceptance of the Transaction on August 26, 2024. In the Company’s August 9, 2024,
press release, Eros stated that the Transaction had received conditional approval of the TSXV. Eros would like to
clarify that the conditional approval issued on November 24, 2023 was issued to Lincoln and not Eros. Furthermore,
the requirement to complete an updated preliminary economic assessment for the Bell Mountain project is a
condition the TSXV has imposed on Lincoln and not Eros.
Once all the conditions of the Transaction are fulfilled, the Transaction will close in 7 – 10 business days.
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 management’s expertise supports this strategy.
For further information, please contact:
EROS Resources Corp.
Tom MacNeill
President and Chief Executive Officer
Phone: 306-653-2692
Forward Looking Statements
This release includes forward-looking statements regarding EROS and its business. Such statements are based on
the current expectations and views of future events of EROS's management. In some cases the forward -looking
statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”,
“potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify
forward looking statements. Such forward-looking statements include, without limitation, statements relating to
the Company’s expectation that the Transaction will close, that the Transaction will receive shareholder approval
and final TSXV acceptance, and information with respect to the Company’s expectations, strategies and plans for
its mining properties. The forward-looking events and circumstances discussed in this release may not occur and
could differ materially as a result of the failure to complete the Transaction, known and unknown risk factors and
uncertainties affecting EROS, including risks regarding the resource industry, economic factors and the equity
markets generally and many other factors beyond the control of EROS. No forward -looking stat ement can be
guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve
known and unknown risks, uncertainties and other factors which may cause our actual results, performance or
achievements, or industry results, to be materially different from any future results, performance or achievements
expressed or implied by such forward -looking statement or information. Accordingly, readers should not place
undue reliance on any forward -looking statements or informa tion. Forward-looking statements speak only as of
the date on which they are made and EROS undertakes no obligation to publicly update or revise any forward -
looking statement, whether as a result of new information, future events, or otherwise, except as r equired by
applicable securities laws.
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. For more information, please contact:
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