Eros Resources Files Management Information Circular for Special Meeting of Shareholders to Approve Business Combination with Rockridge Resources and MAS Gold
Eros Resources Files Management Information Circular for Special Meeting of Shareholders to
Approve Business Combination with Rockridge Resources and MAS Gold
Vancouver, BC, December 2, 2024 – Eros Resources Corp. (TSXV:ERC) (OTCQB:EROSF) (“Eros” or the “Company”)
is pleased to announce that it has filed and has commenced the delivery of the joint management information
circular of the Company, Rockridge Resources Ltd. (“Rockridge”) and MAS Gold Corp. (“MAS Gold”) dated November
26, 2024 (the “ Circular”) and related materials for the special meeting of shareholders of the Company (the
“Meeting”) to approve, among other things, the previously announced three-way merger transaction (the
“Transaction”), pursuant to which, Eros will acquire (i) all of the issued and outstanding shares of Rockridge by way
of plan of arrangement under the Business Corporations Act (British Columbia) (the “Rockridge Arrangement”) and
(ii) all of the issued and outstanding shares of MAS Gold that it does not already own by way of plan of arrangement
under the Business Corporations Act (British Columbia) (the “MAS Arrangement”).
Pursuant to the Transaction, shareholders of Rockridge will receive 0.375 common shares of Eros (each full share,
an “Eros Share”) for each Rockridge common share (a “Rockridge Share”) held and shareholders of MAS Gold will
receive 0.25 Eros Shares for each MAS Gold common share (a “MAS Gold Share ”) held. Upon closing of the
Transaction, existing Eros shareholders will own approximately 42 .37% of the combined company, existing MAS
Gold shareholders will own approximately 37 .33% of the combined company, and existing Rockridge shareholders
will own approximately 20.30% (based on the current issued and outstanding shares of each of the companies).
Benefits of the Transaction:
• Proven Leadership Team: The combined company board and management will bring decades of relevant
experience, with a track record of significant valuation creation for stakeholders, capital markets expertise,
and technical experience.
• Mineral Resources with Exploration Potential in Saskatchewan, Canada: The combined company will
consist of high-grade gold and copper assets in Saskatchewan and the portfolio of the combined company
is expected to provide shareholders with exposure to approximately 77,890 hectares of mineral claims,
offering the potential for new discoveries and potentially attracting larger strategic partners.
• Strong Balance Sheet to Execute on Growth Initiatives : The combined company will benefit from Eros’
portfolio of equities valued at over $7.5 million as at June 30, 2024.
The board of directors of the Company (with one director who is a director and officer of MAS Gold abstaining)
unanimously recommends that shareholders vote FOR the Transaction and related matters, for the reasons above,
among other reasons discussed more fully under the heading "The Transaction – Reasons for the Transaction" in the
Circular.
The Circular provides important information on the Transaction and related matters, including the background to
the Transaction, the rationale for the recommendations made by the board of directors of the Company , voting
procedures and how to attend the Meeting. Shareholders are urged to read the Circular and its schedules carefully
and in their entirety.
The Circular and meeting materials can also be found under the Company’s profile on SEDAR+ ( www.sedarplus.ca)
as well as on the Company’s website at www.erosresourcescorp.com/investor-info/annual-general-meeting.
Eros is aware that, as a result of the national strike commenced by the Canadian Union of Postal Workers on
November 15, 2024 (the “ Strike”), Canada Post’s operations have shut down. In order to facilitate the delivery of
the Circular and related materials for the Meeting to non -registered shareholders in the event that the Strike,
lockout or similar or related events prevent, delay or other wise interrupt delivery of Circular and related materials
for the Meeting to non -registered shareholders in Canada in the ordinary course by the applicable intermediaries,
Eros will provide the Circular and meeting materials by electronic mail or by courie r upon request by a shareholder
to the Company at 778-889-5476 or by email at [email protected].
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The Meeting will be held at the offices of the Company located at 420 -789 West Pender Street, Vancouver, British
Columbia V6H 1H2 on January 6, 2025 at 10:00 a.m. (Vancouver time). Shareholders of record as of the close of
business on November 8, 2024 are entitled to receive notice of and vote at the Meeting.
Shareholders are encouraged to vote well in advance of the Meeting in accordance with the instructions the form
of proxy or voting instruction form delivered to shareholders. The deadline for shareholders to return their
completed proxies or voting instruction forms is January 2, 2025 at 10:00 a.m. (Vancouver time) . Note that
Shareholders who hold their shares with a broker, bank or other intermediary may be required to return their
voting instruction form in advance of January 2, 2025 at 10:00 a.m. (Vancouver time) to be included in the vote.
Non-registered shareholders are also encouraged to contact the proxy department at their broker or other
intermediary (where their common shares are held) who can assist them with the voting process. Non-registered
shareholders must follow the voting instr uctions provided by their broker or other intermediary and will need
their specific 16-digit control number to vote.
Voter Internet Telephone Mail
Registered Shareholders
Shares held in own name and
represented by a physical
certificate or DRS statement and
have a 15- digit control number.
Vote online at:
www.investorvote.com
1-866-732-VOTE (8683)
Return the completed
Form of Proxy to:
Computershare Investor
Services Inc., 8th Floor, 100
University Avenue,
Toronto, Ontario, M5J 2Y1
Attention: Proxy
Department
Non-Registered Shareholders
Shares held with a broker, bank or
other intermediary and have a 16-
digit control number.
Vote online at:
www.voteproxyonline.com
1-800-474-7493
Return the completed
Voting Instruction Form to:
Data Processing Centre
PO Box 3700 Stn Industrial
Park
Markham, ON L3R 5S5
Receipt of Interim Orders
The Company is also announcing that the Supreme Court of British Columbia has granted the interim order s in
respect of the Rockridge Arrangement and the MAS Arrangement (together, the “ Interim Orders ”). The Interim
Orders authorize various matters related to the Rockridge Arrangement and the MAS Arrangement, including the
holding of meetings of shareholders of Rockridge and MAS Gold and the mailing and delivery of the Circular to
shareholders of Rockridge and MAS Gold.
Additional Information
Full details of the Transaction are set out in the Business Combination Agreement, which is filed on the Company’s
profile on SEDAR+ at www.sedarplus.ca.
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About Eros Resources Corp.
Eros Resources Corp. is a Canadian public company listed on the TSXV. Eros ’ business objective is the identification,
acquisition, and exploration of advanced-stage projects with a North American focus. In addition, Eros plans to make
strategic investments with a global focus on a diverse commodity base.
For further information, please contact:
Eros Resources Corp.
Tom MacNeill, President and Chief Executive Officer
Telephone: 306-653-2692
Email: [email protected]
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 for 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
the Company regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain
and outside of the Company’s 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, the Company 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 achievements of the Company and/or the combined company 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, the Company
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 are the following: the inability of the Company,
Rockridge and MAS Gold to integrate successfully such that the anticipated benefits of the Transaction are realized;
the inability to realize synergies and cost savings at the times, and to the extent, anticipated; the inability of the
Company, Rockridge or MAS Gold to obtain the necessary regulatory, stock exchange, shareholder and other
approvals which may be required for the Transaction; the inability of the Company to close the Transaction on the
terms and timing described herein, or at all; the inability of the Company to work effectively with strategic partners
and any changes to key personnel; inability of the combined company to successfully complete a private placement
or other financing upon completion of the Transaction; and material adverse changes in general economic, business
and political conditions, including changes in the financial markets. These risks are not intended to represent a
complete list of the factors that could affect the Company and/or the combined company; 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
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interdependent and the combined company’s future decisions and actions will depend on management ’s
assessment of all information at the relevant time.
Although the Company 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 suc h information 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 the Company 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.