Announcement • Jan 24
Eros Resources Corp. (TSXV:ERC) completed the acquisition of remaining 89.8% stake in MAS Gold Corp. (TSXV:MAS). Eros Resources Corp. (TSXV:ERC) entered into an agreement to acquire remaining 89.8% stake in MAS Gold Corp. (TSXV:MAS) for CAD 3.9 million on September 30, 2024. Eros will issue approximately 86,246,640 Eros Shares to MAS Gold shareholders as part of the consideration. The shareholders of MAS Gold will receive 0.25 Eros Shares for each MAS Gold common 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 transaction was approved by both target and buyer's board of directors on the recommendation of special committee. The transaction is subject to the approval of both target's and buyer's shareholders. 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. As of January 6, 2025, the deal was approved by the shareholders of Eros. As of January 10, 2025, Rockridge Resources announced that Rockridge has obtained final orders of the Supreme Court of British Columbia approving the statutory plans of arrangement under section 288 of the Business Corporations Act 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. As of January 10, 2025, the transaction will be completed in January, 2025.
Evans & Evans, Inc. acted as financial advisor and fairness opinion provider and Computershare Investor Services Inc. as Depository to MAS Gold Corp.
Eros Resources Corp. (TSXV:ERC) completed the acquisition of remaining 89.8% stake in MAS Gold Corp. (TSXV:MAS) on January 24, 2025. Upon closing of the Transaction, the board of directors of Eros was re-constituted to (5) directors, with the appointment of Jordan Trimble, Jonathan Wiesblatt, Joseph Gallucci, Ross McElroy and Tim Termuende. Management of the Eros is led by Jordan Trimble as President, Jonathan Wiesblatt as Chief Executive Officer and Chantelle Collins as Chief Financial Officer. MAS Gold Shares are expected to be delisted from the TSXV as of the closing of the market on January 27, 2025. Announcement • Oct 02
Eros Resources Corp. (TSXV:ERC) entered into an agreement to acquire remaining 89.789946% stake in MAS Gold Corp. (TSXV:MAS) for CAD 3.9 million. Eros Resources Corp. (TSXV:ERC) entered into an agreement to acquire remaining 89.789946% stake in MAS Gold Corp. (TSXV:MAS) for CAD 3.9 million on October 1, 2024. Eros will issue approximately 86,246,640 Eros Shares to MAS Gold shareholders as part of the consideration. The shareholders of MAS Gold will receive 0.25 Eros Shares for each MAS Gold common 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). The transaction was approved by both target and buyer's board of directors on the recommendation of special committee. The transaction is subject to the approval of both target's and buyer's shareholders. 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. Evans & Evans, Inc. acted as fairness opinion provider to MAS Gold Corp. New Risk • Jan 30
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$1.3m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$1.3m free cash flow). Shares are highly illiquid. Earnings have declined by 28% per year over the past 5 years. Shareholders have been substantially diluted in the past year (88% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (CA$3.84m market cap, or US$2.87m). 
