Eros Resources, MAS Gold, and Rockridge Resources have announced a three-way merger in a move to form an advanced high-grade gold and copper exploration company in Canada.
The proposed transaction will see Eros Resources acquire all the issued and outstanding shares of MAS Gold and Rockridge that it previously did not own through two plans of arrangement under the Business Corporations Act (British Columbia).
Under the terms of the agreement, shareholders of Rockridge will receive 0.375 Eros Resources shares for each Rockridge share, while MAS Gold shareholders will receive 0.25 Eros Resources shares for each MAS Gold share.
In line with this, Eros Resources will issue approximately 86.2 million shares to MAS Gold shareholders and around 46.9 million shares to Rockridge shareholders.
Following the closing of the merger, existing shareholders of Eros Resources will hold approximately 42.37% of the combined entity. MAS Gold shareholders and Rockridge shareholders will own stakes of 37.33% and 20.30%, respectively, in the enlarged firm, based on the current issued and outstanding shares.
Eros Resources CEO and director Tom MacNeill said: “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.”
Through the combination, the parties aim to focus on the exploration and development of high-grade gold and copper projects in Saskatchewan.
The newly merged entity will have a portfolio of nearly 77,890ha of mineral claims. The merger is expected to provide opportunities for new discoveries, potentially attracting larger strategic partners.
In addition, the enlarged company will benefit from Eros Resources’ portfolio of equities valued at more than C$7.5m ($5.54m).
Rockridge Resources is a public mineral exploration company, engaged in the acquisition, exploration and development of mineral resource properties in Canada. On the other hand, MAS Gold is a Canadian mineral exploration company which is advancing its gold exploration projects in the prospective La Ronge Gold Belt of Saskatchewan.
Rockridge CEO Jonathan Wiesblatt said: “This is a very compelling story and with the re-branding strategy we all have in place, we are confident that the combined company will create significant value to all stakeholders.
“We are excited to have such an incredible opportunity to create one of Canada’s premier exploration companies with both gold and copper assets that will soon be back in high demand.”
The potential merger is contingent upon court and other applicable regulatory approvals along with other customary conditions.
