Evans and Evans has provided a fairness opinion to the special committee of independent Rockridge directors established to review the Transaction that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be received by Rockridge shareholders in connection with the Transaction is fair, from a financial point of view, to the Rockridge shareholders.

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 and determined that the Transaction is fair to its shareholders and is in the best interest of Eros, MAS Gold and Rockridge, respectively and as applicable, and each board of directors recommends to its shareholders that they vote in favour of the Transaction.

Additional Information

Full details of the Transaction are set out in the Business Combination Agreement, which will be filed by each of Eros, MAS Gold and Rockridge (together, the "Companies") under its respective profile on SEDAR+ at www.sedarplus.ca. In addition, further information regarding the Transaction will be contained in a joint management information circular to be prepared in connection with the shareholder meetings of each of the Companies to be held for purposes of approving the Transaction and filed on each of the Companies' respective SEDAR+ profile at www.sedarplus.ca at the time that it is mailed to shareholders of the Companies. All shareholders are urged to read the joint management information circular once it becomes available as it will contain additional important information concerning 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-North, Greywacke Lake, Elizabeth Lake and Henry Lake Properties totaling 35,175.6 hectares (86,920.8 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

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 each of the Companies regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Companies' 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 Companies are 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 Companies 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 Companies have 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 Companies 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 Companies to obtain the necessary regulatory, stock exchange, shareholder and other approvals which may be required for the Transaction; the inability of the Companies to close the Transaction on the terms and timing described herein, or at all; the inability of the Companies 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 Companies 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 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 Companies believe 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 such 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 Companies do 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.

SOURCE MAS Gold Corp.

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/CONTACT:

For further information, please contact: Eros Resources Corp., Tom MacNeill, President and Chief Executive Officer, Telephone: 306-653-2692, Email: tmacneill@fnr.ca, MAS Gold Corp., Ronald K. Netolitzky, Executive Chairman and Interim Chief Executive Officer, Telephone: 306-986-5722 or Email: info@masgoldcorp.com, Rockridge Resources Ltd., Jonathan Wiesblatt, CEO, Nicholas Coltura, Corporate Communications, Telephone: 647-203-9190, Email: info@rockridgeresourcesltd.com

Copyright CNW Group 2024 
 

(END) Dow Jones Newswires

October 01, 2024 08:00 ET (12:00 GMT)