Mr. Tom MacNeill reports
EROS RESOURCES CORP. PROVIDES UPDATES AND CLARIFICATION ON THE BELL MOUNTAIN TRANSACTION
Eros Resources Corp. continues to work toward satisfying the conditions to completing the sale of its Bell Mountain gold project, located in Churchill county, Nevada. The transaction is governed by a purchase agreement dated Nov. 3, 2023, as amended on Jan. 8, 2024, March 15, 2024, May 31, 2024, and Aug. 15, 2024, between the company, Bell Mountain Exploration Corp. (a wholly owned subsidiary of the company), Lincoln Gold Mining Inc. and Lincoln Resource Group Corp. (a wholly owned subsidiary of Lincoln).
The terms of the transaction are as disclosed in the company's press release dated May 6, 2024. Pursuant to the amending agreements dated May 31, 2024, and Aug. 15, 2024, the parties extended the outside date of the transaction to Nov. 15, 2024.
The closing of the transaction is subject to the satisfaction of customary closing conditions for a transaction of this type, including acceptance by TSX Venture Exchange. The transaction will be an arm's-length transaction under TSX-V policies, but is considered a reviewable disposition as defined in TSX-V Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets. As a result, Eros shareholder approval is required, as the TSX-V deems the transaction to be a sale of more than 50 per cent of the corporation's assets, business or undertaking. Eros is seeking shareholder approval of the transaction at its Sept. 24, 2024, shareholder meeting. Shareholders will be asked to approve an ordinary resolution in respect of the transaction, being the majority of the votes cast by shareholders voting at the meeting. Please see the company's management proxy circular dated Aug. 23, 2024, for additional information.
Eros received conditional acceptance of the transaction on Aug. 26, 2024. In the company's Aug. 9, 2024, press release, Eros stated that the transaction had received conditional approval of the TSX-V. Eros would like to clarify that the conditional approval issued on Nov. 24, 2023, was issued to Lincoln and not Eros. Furthermore, the requirement to complete an updated preliminary economic assessment for the Bell Mountain project is a condition the TSX-V has imposed on Lincoln and not Eros.
Once all the conditions of the transaction are fulfilled, the transaction will close in seven to 10 business days.
About Eros Resources Corp.
Eros Resources' business objective is the identification, acquisition and exploration of advanced-stage projects, with a North American focus. In addition, the company plans to make strategic investments with a global focus on a diverse commodity base. Eros management's expertise supports this strategy.
We seek Safe Harbor.
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