Mr. Tom MacNeill reports

EROS RESOURCES FILES MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS TO APPROVE BUSINESS COMBINATION WITH ROCKRIDGE RESOURCES AND MAS GOLD

Eros Resources Corp. has filed, and has commenced the delivery of, the joint management information circular of the company, Rockridge Resources Ltd. and MAS Gold Corp., dated Nov. 26, 2024, and related materials for the special meeting of shareholders of the company, to approve, among other things, the previously announced three-way merger transaction, pursuant to which Eros will acquire: (i) all of the issued and outstanding shares of Rockridge by way of plan of arrangement under the Business Corporations Act (British Columbia); and (ii) all of the issued and outstanding shares of MAS Gold that it does not already own by way of plan of arrangement under the Business Corporations Act (British Columbia).

Pursuant to the transaction, shareholders of Rockridge will receive 0.375 common share of Eros for each Rockridge common share held and shareholders of MAS Gold will receive 0.25 Eros share for each MAS Gold common share held. Upon closing of the transaction, existing Eros shareholders will own approximately 42.37 per cent of the combined company, existing MAS Gold shareholders will own approximately 37.33 per cent of the combined company and existing Rockridge shareholders will own approximately 20.30 per cent (based on the current issued and outstanding shares of each of the companies).

Benefits of the transaction

Proven leadership team: The combined company board and management will bring decades of relevant experience, with a record of significant valuation creation for stakeholders, capital markets expertise and technical experience.

Mineral resources with exploration potential in Saskatchewan, Canada: The combined company will consist of high-grade gold and copper assets in Saskatchewan 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's portfolio of equities valued at over $7.5-million as at June 30, 2024.

The board of directors of the company (with one director who is a director and officer of MAS Gold abstaining) unanimously recommends that shareholders vote for the transaction and related matters, for the reasons above, among other reasons discussed more fully under the heading, "The Transaction -- Reasons for the Transaction," in the circular.

The circular provides important information on the transaction and related matters, including the background to the transaction, the rationale for the recommendations made by the board of directors of the company, voting procedures and how to attend the meeting. Shareholders are urged to read the circular and its schedules carefully and in their entirety.

The circular and meeting materials can also be found under the company's profile on SEDAR+, as well as on the company's website.

Eros is aware that, as a result of the national strike commenced by the Canadian Union of Postal Workers on Nov. 15, 2024, Canada Post's operations have shut down. In order to facilitate the delivery of the circular and related materials for the meeting to non-registered shareholders in the event that the strike, lockout or similar or related events prevent, delay or otherwise interrupt delivery of the circular and related materials for the meeting to non-registered shareholders in Canada in the ordinary course by the applicable intermediaries, Eros will provide the circular and meeting materials by electronic mail or by courier upon request by a shareholder to the company at 778-889-5476 or by e-mail at lubica@erosresourcescorp.com.

The meeting will be held at the offices of the company, located at Suite 420, 789 West Pender St., Vancouver, B.C., V6H 1H2, on Jan. 6, 2025, at 10 a.m. Vancouver time. Shareholders of record as of the close of business on Nov. 8, 2024, are entitled to receive notice of and vote at the meeting.

Shareholders are encouraged to vote well in advance of the meeting in accordance with the instructions the form of proxy or voting instruction form delivered to shareholders. The deadline for shareholders to return their completed proxies or voting instruction forms is Jan. 2, 2025, at 10 a.m. Vancouver time. Note that shareholders who hold their shares with a broker, bank or other intermediary may be required to return their voting instruction form in advance of Jan. 2, 2025, at 10 a.m. Vancouver time to be included in the vote.

Non-registered shareholders are also encouraged to contact the proxy department at their broker or other intermediary (where their common shares are held) who can assist them with the voting process. Non-registered shareholders must follow the voting instructions provided by their broker or other intermediary and will need their specific 16-digit control number to vote.

Receipt of interim orders

The company is also announcing that the Supreme Court of British Columbia has granted the interim orders in respect of the Rockridge arrangement and the MAS arrangement. The interim orders authorize various matters related to the Rockridge arrangement and the MAS arrangement, including the holding of meetings of shareholders of Rockridge and MAS Gold, and the mailing and delivery of the circular to shareholders of Rockridge and MAS Gold.

Additional information

Full details of the transaction are set out in the business combination agreement, which is filed on the company's profile on SEDAR+.

About Eros Resources Corp.

Eros is a Canadian public company listed on the TSX Venture Exchange. Eros's business objective is the identification, acquisition and exploration of advanced-stage projects with a North American focus. In addition, Eros plans to make strategic investments with a global focus on a diverse commodity base.

We seek Safe Harbor.