Eros Resources Corp. Provides Updates on Bell Mountain Transaction with Lincoln Gold Mining
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NEWS RELEASE
May 06, 2024
Eros Resources Corp. Provides Updates on Bell Mountain Transaction with Lincoln Gold Mining
VANCOUVER, May 06, 2023 - Eros Resources Corp. (“Eros”) (TSXV: ERC) and Bell Mountain Exploration
Corp. (“BMEC” and together with Eros, the “Company”), a wholly -owned subsidiary of Eros, are pleased to
provide updates on the ongoing transaction with Lincol n Gold Mining Inc. (“Lincoln” or the “Buyer”) (TSXV:
LMG) and Lincoln Resource Group Corp., a wholly-owned subsidiary of the Company, regarding the sale of assets
comprising the Bell Mountain project (“Project” or “Bell Mountain”) located in Churchill County, Nevada.
On November 9, 2023, the Company announced the agreement to sell all Bell Mountain project assets to Lincoln
Gold Mining Inc. The agreement, which was subject to regulatory approvals, has progressed significantly since its
inception.
Subsequently, on November 24, 2023, the TSX Venture Exchange (TSXV) conditionally approved the Transaction,
marking a crucial step forward in the process.
Further developments in the transaction were highlighted with the issuance of subsequent amendments issued on
January 8 and March 15, 2024.
January 8, 2024 - Key Amendments Summary:
● Conditions for issuing Additional Consideration Shares to the Seller by Lincoln have been clarified.
● The deadline for Closing has been extended to accommodate the ongoing transaction process.
● Clarifications regarding condition fulfillments by specific deadlines have been outlined, ensuring
accountability and smooth progress.
March 15, 2024 - Key Amendments Summary:
● Extension of Closing Date: The deadline for Closing has been extended to May 31, 2024, providing
additional time for the transaction's completion.
● Clarifications on Conditions: Specific conditions related to fulfillment by the deadline have been outlined,
ensuring accountability and progress tracking.
The parties reaffirm their commitment to executing the Purchase Agreement seamlessly, incorporating the
amended terms into the ongoing transaction process. Eros Resources Corp. remains steadfast in working closely
with Lincoln Gold Mining Inc. and other stakeholders to finalize the Bell Mountain Transaction successfully.
Transaction Terms
Under the terms of the purchase agreement, Lincoln has agreed to issue to either BMEC or Eros, as directed by
Eros, (a) 3,000,000 common shares in the capital of the Company (“Shares”) on the closing date of the Transaction
(the “Closing Date”), and (b) 1, 500,000 Shares within five business days of the date on which Lincoln completes
any issuance of Shares, the result of which is that there are at least 28,500,000 Shares issued and outstanding.
Following the Closing Date, one of Eros or BMEC will be an insider of the Company.
Lincoln Resource Group Corp. will also grant to BMEC a net profits interest of 7.5% of the net returns from gold
and silver produced or extracted from the Project up to a maximum amount of US$2,000,000. No finder’s fees will
be paid in connection with the Transaction.
The closing of the Transaction remains subject to the satisfaction of customary closing conditions for a transaction
of such nature, including acceptance by the TSX Venture Exchange (the “Exchange”). The Transaction will be an
arm’s length transaction under Exchange policies.
About Bell Mountain Project
The Project is located in Churchill County, Nevada, approximately a three hour drive south -east from Reno. Bell
Mountain has excellent access and is in a mining friendly county.
Lincoln is very familiar with the Project as it was part of Lincoln’s group of projects several years ago, until it was
optioned and sold to Eros. The Project is made up of 174 unpatented lode claims and is under the jurisdictions of
the Bureau of Land Management and the State of Nevada. Bell Mountain is 100% controlled by Eros an d has a
gold and silver resource. The Project has all major permits in place to advance it through construction and into
operations.
Bell Mountain is only a two hour drive from Lincoln’s Pine Grove project, located in Lyon County, Nevada. The
properties are close enough in distance so that one team of management, engineering, environmental, cultural, and
administrative personnel could operate both properties and one recovery plant could handle both projects. Both
projects are advanced-stage gold exploration projects with established resources and both projects have significant
exploration potential. All these factors will help reduce overall capital and operating costs and will make for an
exciting operating plan. For further details on Bell Mountain, please see the Company’s website at
https://www.erosresourcescorp.com/active-projects.
.
About Lincoln
Lincoln Gold Mining Inc. is an advanced-stage gold mine exploration and development company holding a 100%
interest in the Pine Grove Gold Project, in the Walker Lane structural zone of western Nevada. The Company has
prepared a preliminary economic assessment of the Pine Grove Gold Project pursuant to National Instrument 43-
101 - Standards of Disclosure for Mineral Projects. Lincoln holds its interests in the US projects through its wholly
owned subsidiaries,Lincoln Resource Group Corp. and Lincoln Gold US Corporation, both Nevada corporations.
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: 604-688-8115
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. 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 amendment of the Warrants, 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
statement can be guaranteed. Forward -looking statements and information by their nature are based on
assumptions and involve know n 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 information. 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 required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term i s 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