VANCOUVER, BC, Jan. 10,
2025 /CNW/ - Eros Resources Corp. (TSXV: ERC)
(OTCQB: EROSF) ("Eros"), MAS Gold Corp. (TSXV:
MAS) (OTCQB: MSGCF) (Frankfurt: 63G) ("MAS Gold") and
Rockridge Resources Ltd. (TSXV: ROCK) ("Rockridge")
are pleased to announce that MAS Gold and Rockridge have obtained
final orders of the Supreme Court of British Columbia approving the previously
announced proposed statutory plans of arrangement under section 288
of the Business Corporations Act (British Columbia) pursuant to which Eros
will acquire all of the issued and outstanding common shares of MAS
Gold and Rockridge that it does not already own in exchange for
common shares of Eros, as more particularly described in the Joint
Management Information Circular of Eros, MAS Gold, and Rockridge
dated November 26, 2024, and in
accordance with the terms of the business combination agreement
between Eros, MAS Gold, and Rockridge dated September 30, 2024 (the "Business Combination
Agreement"), all pursuant to the previously announced three-way
merger transaction (the "Transaction"). Copies of the Joint
Management Information Circular and the Business Combination
Agreement are available under each of the companies' profiles on
SEDAR+ at www.sedarplus.ca.
It is currently anticipated that the Transaction will be
completed mid-January 2025, subject
to the satisfaction or waiver of customary closing conditions. It
is anticipated that the common shares of MAS Gold and Rockridge
will be delisted from the TSX Venture Exchange following completion
of the Transaction
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.
About MAS Gold Corp.
MAS Gold Corp. is a Canadian mineral exploration company focused
on advancing its gold exploration projects in the prospective La
Ronge Gold Belt of Saskatchewan.
MAS Gold is exploring on four properties in the belt, including the
Preview South West, Greywacke Lake, Contact Lake and North Lake
Properties totaling 29,949.10 hectares (74,005.84 acres). These
properties extend along the geologically prospective La Ronge, Kisseynew and Glennie Domains that
make up the La Ronge Gold Belt in north-central Saskatchewan.
About Rockridge Resources Ltd.
Rockridge Resources Ltd. is a public mineral exploration company
focused on the acquisition, exploration and development of mineral
resource properties in Canada,
specifically copper and gold. Rockridge's 100% owned Knife Lake
Project is located in Saskatchewan
which is ranked as a top mining jurisdiction in the world by the
Fraser Institute. The project hosts the Knife Lake Deposit, which
is a VMS, near-surface Cu-Co-Au-Ag-Zn deposit open along strike and
at depth. There is strong discovery potential in and around the
deposit area as well as at regional targets on the large property
package. Rockridge's gold asset is its 100% owned Raney Gold
Project, which is a high-grade gold exploration project located in
the same greenstone belt that hosts the world class Timmins and Kirkland
Lake lode gold mining camps. Additional information about
Rockridge and its project portfolio can be found on the company's
website at www.rockridgeresourcesltd.com.
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
Certain of the information or statements contained in this
news release constitute "forward-looking statements" and
"forward-looking information" within the meaning of applicable
securities laws, which are collectively referred to as
"forward-looking statements". When used in this news release, words
such as "will", "expect" and similar expressions are intended to
identify these forward-looking statements as well as phrases or
statements that certain actions, events or results "may", "could",
"would" or "should" occur or be achieved or the negative
connotation of such terms. Such forward-looking statements,
including but not limited to statements relating to: the
Transaction; the ability of the parties to satisfy the conditions
to closing of the Transaction; and the anticipated timing of the
completion of the Transaction, which involve numerous risks,
uncertainties and other factors which may cause the actual results
to be materially different from those expressed or implied by such
forward-looking statements, including the risk factors identified
in the Joint Management Information Circular respecting the
Transaction and the documents incorporated by reference therein,
which is available on the companies' profiles on SEDAR+ at
www.sedarplus.ca. Such factors include, among others, obtaining
required regulatory approvals, exercise of any termination rights
under the Business Combination Agreement, meeting other conditions
in the Business Combination Agreement, material adverse effects on
the business, properties and assets of the companies, and whether
any superior proposal will be made. Although the companies have
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. The companies
undertake no obligation to update any forward-looking statements,
except in accordance with applicable securities laws. All
forward-looking statements contained in this news release are
expressly qualified in their entirety by this cautionary
statement.
The forward-looking statements in this news release involve
known and unknown risks, uncertainties and other factors that may
cause the companies' actual results, performance and achievements
to be materially different from the results, performance or
achievements expressed or implied therein.
SOURCE MAS Gold Corp.