Mr. Jonathan Wiesblatt of Eros reports

EROS RESOURCES, MAS GOLD AND ROCKRIDGE RESOURCES COMPLETE PREVIOUSLY ANNOUNCED THREE-WAY MERGER TRANSACTION

Further to their news release dated Oct. 1, 2024, Eros Resources Corp., MAS Gold Corp. and Rockridge Resources Ltd. have completed their three-way merger transaction pursuant to the business combination agreement dated Sept. 30, 2024, whereby Eros acquired all of the issued and outstanding shares of both Rockridge and MAS Gold that it did not already own by way of two plans of arrangement under the Business Corporations Act (British Columbia). The transaction results in Rockridge and MAS Gold becoming wholly owned subsidiaries of Eros. The completion of the transaction marks a new era for the companies, combining the high-grade gold and copper assets of Rockridge and MAS Gold in Saskatchewan and Eros's portfolio of equities. The transaction obtained requisite approval by the shareholders of each of the companies on Jan. 6, 2025, and the arrangements were approved by the Supreme Court of British Columbia on Jan. 9, 2025.

Under the terms of the arrangements, former shareholders of Rockridge are now entitled to receive 0.375 common share of Eros for each Rockridge common share held and former shareholders of MAS Gold are now entitled to receive 0.25 Eros share for each MAS Gold common share held immediately prior to the effective time of the arrangements. Existing Eros shareholders own approximately 42.37 per cent of the combined company, former MAS Gold shareholders own approximately 37.33 per cent of the combined company, and former Rockridge shareholders own approximately 20.30 per cent.

In order to receive the consideration, registered shareholders of Rockridge shares and MAS Gold shares will be required to deposit their share certificate(s) or direct registration system advices representing such Rockridge shares or MAS Gold shares, as applicable, together with the duly completed letter of transmittal, with Computershare Investor Services Inc., the depositary under the arrangements. Shareholders whose Rockridge shares and MAS Gold shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee regarding the receipt of the consideration.

Rockridge and MAS Gold options and warrants

Holders of Rockridge options and MAS Gold options have received replacement options under the arrangements, exercisable for Eros shares at the applicable exchange ratio. All other terms and conditions of the replacement options, including the term of expiry, vesting, conditions to and manner of exercising, are the same as the Rockridge options or MAS options, as applicable, for which they were exchanged and the documents evidencing Rockridge options or MAS options, as applicable, will be deemed to evidence the replacement options issued in exchange therefor. No certificates evidencing the replacement options will be issued.

Warrants to purchase Rockridge shares and MAS Gold shares, other than those that have been exercised prior to the effective time of the arrangements, will continue to remain outstanding as warrants of Rockridge or MAS Gold, as applicable, which, upon exercise, will entitle the holder thereof to receive, the consideration in lieu of a Rockridge share or MAS Gold share, as applicable, for each Rockridge warrant or MAS warrant, as applicable, so exercised.

Leadership and governance

Upon closing of the transaction, the board of directors of Eros was reconstituted to five directors, with the appointment of Jordan Trimble, Jonathan Wiesblatt, Joseph Gallucci, Ross McElroy and Tim Termuende. Management of Eros is led by Mr. Trimble as president, Mr. Wiesblatt as chief executive officer and Chantelle Collins as chief financial officer.

Delisting of Rockridge shares and MAS Gold shares

The Rockridge shares and MAS Gold shares are expected to be delisted from the TSX Venture Exchange as of the closing of the market on Jan. 27, 2025.

Early warning system matters regarding Rockridge and MAS Gold

Pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and in connection with the filing of early warning reports regarding the acquisitions by Eros of: (i) all the common shares of Rockridge, a corporation incorporated under the laws of British Columbia, with its securities trading until completion of the transaction on the TSX-V under the symbol ROCK and having a head office located at Suite 1030, 505 Burrard St., Vancouver, B.C., Canada; and (ii) all the common shares of MAS Gold (other than MAS shares already owned by Eros), a corporation incorporated under the laws of British Columbia, with its securities trading until completion of the transaction on the TSX-V under the symbol MAS and having a head office located at Suite 107, 3239 Faithfull Ave., Saskatoon, Sask., S7K 8H4, Canada, Eros advises as follows.

On Jan. 24, 2025, Eros, of Suite 420, 789 West Pender St., Vancouver, B.C., V6H 1H2, Canada, acquired: (i) 125,006,617 Rockridge shares in connection with the implementation of a plan of arrangement of Rockridge under the Business Corporations Act (British Columbia), in consideration of the issuance of: (i) an aggregate of 46,877,482 Eros shares (having a market value of $2,343,874.10 based on the closing price of the Eros shares on the TSX-V of five cents on Jan. 23, 2025), being 0.375 Eros share for each Rockridge share so acquired; and (ii) 349,677,036 MAS Gold shares in connection with the implementation of a plan of arrangement of MAS Gold under the Business Corporations Act (British Columbia), in consideration of the issuance of: (i) an aggregate of 87,419,206 Eros shares (having a market value of $4,370,960.30 based on the closing price of the Eros shares on the TSX-V of five cents on Jan. 23, 2025), being 0.25 Eros share for each MAS Gold share so acquired.

Immediately prior to the transaction, Eros held, directly or indirectly, or exercised control or direction over, nil Rockridge shares and 39,228,572 MAS Gold shares, representing approximately 10.21 per cent of the outstanding MAS Gold shares on a non-diluted basis. After giving effect to the transaction, Eros acquired control and ownership over an aggregate of 125,006,617 Rockridge shares, representing 100 per cent of Rockridge's issued and outstanding common shares and 349,677,036 MAS Gold shares not already owned by Eros, representing 100 per cent of MAS Gold's issued and outstanding common shares.

Copies of the early warning reports disclosing the transaction in respect of Rockridge and MAS Gold will be filed in accordance with applicable Canadian securities laws and will be available under Rockridge's and MAS Gold's, as applicable, SEDAR+ profiles and can be obtained from Eros at Suite 420, 789 West Pender St., Vancouver, B.C., V6H 1H2.

Shares for debt settlement

In connection with the transaction and pursuant to a debt conversion agreement dated Sept. 30, 2024, entered into between Eros and Ronald Netolitzky, a former director of Eros and former interim chief executive officer of MAS Gold, Eros has issued an aggregate of 2,352,000 preferred shares at a deemed price of $1 per share to Mr. Netolitzky as settlement for an aggregate of $2,352,000 owing to Mr. Netolitzky pursuant to a promissory note issued by Eros.

Additional information

Full details of the transaction, the arrangements and certain other matters are set out in the joint management information circular of Eros, Rockridge and MAS Gold dated Nov. 26, 2024, and can be found under each of the companies' respective profiles on SEDAR+.

About Eros Resources Corp.

Eros Resources is a Canadian public mineral exploration company listed on the TSX-V focused on the acquisition, exploration and development of mineral resources properties in Canada and advancing its copper and gold exploration projects in Saskatchewan, including four properties in the prospective La Ronge gold belt totalling 35,175.6 hectares (86,920.8 acres); the 100-per-cent-owned Knife Lake project; and the Raney gold project, which is a high-grade gold exploration project located in the same greenstone belt that hosts the world-class Timmins and Kirkland Lake lode gold mining camps.

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