Eros Finalizes Merger with MAS Gold and Rockridge Resources

Deal News | Jan 24, 2025 | EIN

Eros Finalizes Merger with MAS Gold and Rockridge Resources

Eros Resources Corp., MAS Gold Corp., and Rockridge Resources Ltd. have successfully finalized a three-way merger that sees Eros acquiring all shares of the other two companies, forming a consolidated entity with a stronger mining portfolio. The merger, announced on October 1, 2024, was executed under the business combination agreement dated September 30, 2024. This transaction leads to Rockridge and MAS Gold becoming wholly-owned subsidiaries of Eros. The merger is structured through two plans of arrangement under British Columbian law and was ratified by shareholder votes from all three companies on January 6, 2025, with final court approval obtained on January 9, 2025. Participating shareholders have been allocated shares of Eros according to predetermined exchange ratios, while existing options and warrants have been adjusted to reflect the newly combined company structure. The new company's board of directors features leaders from all three entities, supporting an enhanced focus on high-grade gold and copper projects particularly within Saskatchewan. Upon the completion of this merger, the shares of Rockridge and MAS Gold are delisted from the TSXV, affirming Eros's extended reach in the mineral resources exploration and development sector.

Sectors

  • Mining and Exploration
  • Corporate Finance and Mergers & Acquisitions

Geography

  • Canada – All companies involved are based in Canada, and the legal and regulatory aspects comply with Canadian laws. The primary assets involved are located in Saskatchewan, a Canadian province.

Industry

  • Mining and Exploration – The merger consolidates high-grade gold and copper assets under Eros Resources, indicating a strategic focus on mineral exploration and development.
  • Corporate Finance and Mergers & Acquisitions – The article discusses a significant M&A transaction involving share exchange ratios and regulatory approvals, typical of the corporate finance sector.

Financials

  • $2,343,874.10 – Market value of Eros shares issued in exchange for Rockridge shares.
  • $4,370,960.30 – Market value of Eros shares issued in exchange for MAS Gold shares.
  • $2,352,000 – Amount settled through share issuance to Ronald Netolitzky, former CEO of MAS Gold.

Participants

NameRoleTypeDescription
Eros Resources Corp.Target Company and AcquirerCompanyA Canadian public mineral exploration company focusing on gold and copper projects in Saskatchewan.
MAS Gold Corp.Acquired CompanyCompanyA mineral exploration company with a focus on high-grade gold assets, now a wholly-owned subsidiary of Eros.
Rockridge Resources Ltd.Acquired CompanyCompanyA Canadian exploration company with copper and gold assets, now a wholly-owned subsidiary of Eros.
Computershare Investor Services Inc.DepositaryCompanyResponsible for handling the share exchange process for the merger.
Supreme Court of British ColumbiaRegulatory ApprovalGovernmentApproved the plans of arrangement for the merger on January 9, 2025.