공고 • Jan 24
Eros Resources Corp. (TSXV:ERC) completed the acquisition of Rockridge Resources Ltd. (TSXV:ROCK).
Eros Resources Corp. (TSXV:ERC) entered into a business combination agreement to acquire Rockridge Resources Ltd. (TSXV:ROCK) for CAD 2.1 million on September 30, 2024. In a related agreement, Eros Resources Corp. (TSXV:ERC) entered into a business combination agreement to acquire MAS Gold Corp. (TSXV: MAS) on October 1, 2024. 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. Under the terms of the Business Combination Agreement, the Transaction will be implemented by way of two court-approved plans of arrangement involving Rockridge and MAS Gold under the Business Corporations Act (British) (each, an “Arrangement”). Pursuant to the Transaction, Eros will issue approximately 86,246,640 Eros Shares to MAS Gold shareholders and approximately 46,877,481 Eros Shares to Rockridge shareholders. Under the terms of the Arrangements, any outstanding MAS Gold stock options and Rockridge stock options will be exchanged for Eros stock options based on the applicable exchange ratio with equivalent economic terms and vesting provisions, and any outstanding MAS Gold warrants and Rockridge warrants will be adjusted in accordance with their terms such that, upon the exercise of a MSA Gold warrant or Rockridge warrant, the holder will receive such number of Eros Shares had such holder been a holder of MAS Gold shares or Rockridge shares underlying such warrants, as applicable, immediately prior to the completion of the Transaction. Immediately following the completion of the Transaction, the combined company expects to complete a consolidation of the outstanding Eros Shares on the basis of ten (10) pre-consolidation Eros Shares for every one (1) post-consolidation Eros Share. 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). Following the closing of the Transaction, the board of directors of the combined company will consist of five (5) directors, comprised of three (3) directors from Rockridge, being Jordan Trimble, Jonathan Wiesblatt and Joseph Gallucci, ICD.D, one (1) director from Eros, being Ross McElroy, and one (1) director from MAS Gold, being Tim Termuende. Management of the combined company will include Jordan Trimble as President, Jonathan Wiesblatt as Chief Executive Officer and Chantelle Collins as Chief Financial Officer.
The Arrangements will each require the approval of at least 66 2/3% of the votes cast by the shareholders of each of MAS Gold and Rockridge, and if required under applicable securities law, a simple majority of votes cast by shareholders of each of MAS Gold and Rockridge excluding votes cast by certain holders of MAS Gold Shares and Rockridge Shares. the completion of the Merger is subject to approval by the TSXV. The Transaction is also subject to receipt of court and other applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. Following completion of the Transaction, the common shares of the combined company are expected to trade on the TSXV, subject to approval or acceptance of each exchange in respect of the Transaction and other applicable regulatory approvals. As of January 6, 2025, Eros's shareholders approves the deal. As of January 7, 2025, the transaction is expected to close in mid of January 2025. As of January 6, 2025, the deal was approved by Rockridge's shareholders and the Arrangements were approved by the Supreme Court of British Columbia on January 9, 2025.
Evans and Evans has provided a fairness opinion to the special committee of independent Rockridge directors established to review the Transaction. Following their review and in consideration of, among other things, their respective fairness opinions and the recommendation of their respective special committees of independent directors established to review the Transaction, the board of directors of each of Eros, MAS Gold and Rockridge (with any conflicted directors abstaining from voting) have approved the Transaction. Computershare Investor Services Inc. acted as transfer agent and Kenway, Mack, Slusarchuk, Stewart LLP acted as accountant to ERC. Davidson & Company LLP acted as accountant to Rockridge. Evans & Evans, Inc. acted as financial advisor and Olympia Trust Company acted as transfer agent to Rockridge Resources Ltd. Wildeboer Dellelce LLP acted as legal advisor to Eros Resources Corp. Sugden, McFee & Roos LLP and DuMoulin Black LLP acted as legal advisor to Rockridge Resources Ltd.
Eros Resources Corp. (TSXV:ERC) completed the acquisition of Rockridge Resources Ltd. (TSXV:ROCK) on January 24, 2025. The Rockridge Shares are expected to be delisted from the TSXV as of the closing of the market on January 27, 2025.