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Eros Resources Corp
Symbol ERC
Shares Issued 97,893,741
Close 2024-08-19 C$ 0.04
Market Cap C$ 3,915,750
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Eros Resources extends Bell Mountain sale to Nov. 15

2024-08-27 08:50 ET - News Release

Subject: News Release - Eros Resources Corp. Word Document

File: '\\swfile\EmailIn\20240827 040801 Attachment EROS - NR 2024-08-27 - Corporate Updates - Clarification.docx'

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NEWS RELEASE

August 27, 2024

Eros Resources Corp. Provides Updates and Clarification on the Bell Mountain Transaction

VANCOUVER, BC, August 27, 2024 - Eros Resources Corp. ("Eros" or the "Company") (TSXV: ERC) continues to work towards satisfying the conditions to completing the sale of its Bell Mountain gold project, located in Churchill County, Nevada (the "Transaction"). The Transaction is governed by a purchase agreement dated November 3, 2023, as amended on January 8, 2024, March 15, 2024, May 31, 2024 and August 15, 2024 between the Company, Bell Mountain Exploration Corp., a wholly owned subsidiary of the Company, Lincoln Gold Mining Inc. ("Lincoln") (TSXV: LMG) 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 of May 6, 2024. Pursuant to the amending agreements dated May 31, 2024 and August 15, 2024, the parties extended the outside date of the Transaction to November 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 "TSXV"). The Transaction will be an arm's length transaction under TSXV policies, but is considered a Reviewable Disposition as defined in TSXV Policy 5.3 Acquisitions and Dispositions of Non-Cash Assets. As a result, Eros shareholder approval is required as the TSXV deems the Transaction to be a sale of more than 50% of the Corporation's assets, business or undertaking. Eros is seeking shareholder approval of the transaction at its September 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 August 23, 2024 for additional information.

Eros received conditional acceptance of the Transaction on August 26, 2024. In the Company's August 9, 2024, press release, Eros stated that the Transaction had received conditional approval of the TSXV. Eros would like to clarify that the conditional approval issued on November 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 TSXV has imposed on Lincoln and not Eros.

Once all the conditions of the Transaction are fulfilled, the Transaction will close in 7 - 10 business days.

About Eros

Eros Resources Corp. is a Canadian public company listed on the Toronto Venture Exchange. The Company's 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.

For further information, please contact:

EROS Resources Corp.

Tom MacNeill

President and Chief Executive Officer

Phone: 306-653-2692

Forward Looking Statements

This release includes forward-looking statements regarding EROS and its business. Such statements are based on the current expectations and views of future events of EROS's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward looking statements. Such forward-looking statements include, without limitation, statements relating to the Company's expectation that the Transaction will close, that the Transaction will receive shareholder approval and final TSXV acceptance, and information with respect to the Company's expectations, strategies and plans for its mining properties. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of the failure to complete the Transaction, known and unknown risk factors and uncertainties affecting EROS, including risks regarding the resource industry, economic factors and the equity markets generally and many other factors beyond the control of EROS. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Forward-looking statements speak only as of the date on which they are made and EROS undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

EROS Resources Corp. For more information, please contact:

Suite 420 - 789 West Pender Street Lubica Keighery

Vancouver, British Columbia, VP Corporate Development

Canada, V6C 1H2 c: 778-889-5476

T: 604-688-8115

w: www.erosresourcescorp.com

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