The TSX Venture Exchange has accepted for filing documentation in connection with the arrangement between Eros Resources Corp., Rockridge Resources Ltd. and MAS Gold Corp., pursuant to the terms of an business combination agreement dated Sept. 30, 2024, and two court-approved plan of arrangements under Section 288 of the Business Corporations Act (British Columbia) for Rockridge and under Section 288 of the Business Corporations Act (British Columbia) for MAS Gold.

Rockridge Resources

Pursuant to the terms of the Rockridge arrangement, all of the issued and outstanding common shares of the Rockridge, other than Rockridge shares already held by Eros, were exchanged on the basis of 0.375 of a common share of Eros for each Rockridge share. Holders of outstanding stock options to purchase Rockridge shares and Rockridge share purchase warrants have either received replacement securities to acquire Eros shares adjusted based on the exchange ratio or upon exercise will receive such ERC shares based on the Rockridge exchange ratio (the same consideration they would have been entitled to receive had they been Rockridge shareholders at the effective time of the Rockridge arrangement), subject to adjustment as per the terms of the Rockridge arrangement.

The exchange has been advised that approval of the Rockridge arrangement by shareholders of the Rockridge was received at a special meeting of shareholders held on Jan. 6, 2025, and that the Supreme Court of British Columbia provided its final order approving the plan of arrangement on Jan. 9, 2025. The exchange has been advised that the Rockridge arrangement closed on Jan. 24, 2025. The full particulars of the Rockridge arrangement are set forth in the joint information circular of Eros, Rockridge and Mas Gold, dated Nov. 26, 2024, which is available on SEDAR+.

Delisting

Further to the completion of the Rockridge arrangement, effective at the close of business on Monday, Jan. 27, 2025, the common shares of the Rockridge will be delisted from the TSX Venture Exchange at the request of the company.

MAS Gold

Pursuant to the MAS Gold arrangement, all of the issued and outstanding common shares of the MAS Gold, other than MAS Gold shares already held by ERC, were exchanged on the basis of 0.25 of an Eros share for each MAS Gold share. Holders of outstanding stock options to purchase MAS Gold shares and MAS Gold share purchase warrants have either received replacement securities to acquire Eros shares adjusted based on the MAS Gold exchange ratio or upon exercise will receive such ERC shares based on the MAS Gold exchange ratio (the same consideration they would have been entitled to receive had they been MAS Gold shareholders at the effective time of the MAS Gold arrangement), subject to adjustment as per the terms of the MAS Gold arrangement.

The MAS Gold arrangement was approved by MAS shareholders on Jan. 6, 2025, at a special meeting of shareholders. MAS received a final order from the Supreme Court of British Columbia on Jan. 9, 2025, in connection with the MAS Gold arrangement.

The MAS Gold arrangement is fully described in the joint information circular of Eros, Rockridge and MAS Gold, dated Nov. 26, 2024.

In addition, please refer to the joint news releases of Eros, MAS Gold and Rockridge dated Oct. 1, 2024, and Jan. 24, 2025.

Delisting

In accordance with the above, the common shares of MAS Gold will be delisted from the exchange. Accordingly, effective at the close of business on Monday, Jan. 27, 2025, the common shares of MAS Gold will be delisted from the TSX Venture Exchange at the request of the company.

Shares for debt

The TSX Venture Exchange has accepted for filing Eros's proposal to issue 2,352,000 preferred shares to settle outstanding debt for $2,352,000.

Number of creditors:  one creditor

Total non-arm's-length-party involvement:  $2,352,000, 2,352,000 shares at $1 (one party)