Eros Resources, MAS Gold and Rockridge Resources Sign Definitive Agreement to Complete Strategic Three-Way Merger to Create an Advanced High-Grade Gold and Copper Exploration Company in SK, Canada
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
Highlights 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.
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Corporate Mandate: The combined company will focus on the exploration and development of high-grade gold deposits in
Saskatchewan . -
Mineral Resources with Exploration Potential in
Saskatchewan, Canada : The combined company will consist of high-grade gold and copper assets inSaskatchewan 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 recently valued at over
$7.5 million .
Tom MacNeill, Chief Executive Officer and Director of Eros, commented: "This is a transformative transaction to create an unparalleled exploration company with significant upside on multi-fronts. The Transaction is expected to bring an immediate increase in value for shareholders of all three companies with ongoing exposure to one of the most robust portfolios of assets in the sector. The combined company will be fully funded and boasts a suite of highly prospective assets and is expected to have increased scale and prospectivity."
Leadership and Governance
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
Transaction Summary
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
The Arrangements will each require the approval of at least 66 2/3% of the votes cast by the shareholders of each of
The directors and executive officers of each of Eros,
The Business Combination Agreement includes non-solicitation provisions for each of Eros,
Under the terms of the Arrangements, any outstanding
Pursuant to the Business Combination Agreement, and subject to approval of its shareholders, Eros will amend its articles to create a new class of preferred shares which are redeemable and retractable upon certain conditions and bear a cumulative dividend of 4% per annum (each, an "Eros Preferred Share"). As part of the Transaction,
Immediately following the completion of the Transaction, the combined company expects to complete a consolidation of the outstanding
The Transaction will constitute a "Reviewable Transaction", as defined in TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. As a result, 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.
Board of Directors' Recommendations
Evans and Evans has provided a fairness opinion to the special committee of independent
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,
Additional Information
Full details of the Transaction are set out in the Business Combination Agreement, which will be filed by each of Eros,
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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 "
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.
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