ROCK Eros Resources Corp

Eros Resources Corp. (TSXV:ERC) (OTCQB:EROSF)  (“Eros”), MAS Gold Corp. (TSXV: MAS) (“MAS Gold”) and Rockridge Resources Ltd. (TSXV: ROCK) (“Rockridge”) are pleased to announce that, further to their news release dated October 1, 2024, the companies have completed their three-way merger transaction (the “Transaction”) pursuant to the business combination agreement dated September 30, 2024 (the “Business Combination Agreement”), 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) (collectively, the “Arrangements”). 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’ portfolio of equities. The Transaction obtained requisite approval by the shareholders of each of the companies on January 6, 2025 and the Arrangements were approved by the Supreme Court of British Columbia on January 9, 2025.

Under the terms of the Arrangements, former shareholders of Rockridge are now entitled to receive 0.375 (the “Rock Exchange Ratio”) common shares of Eros (each full share, an “Eros Share”) for each Rockridge common share (a “Rockridge Share”) held and former shareholders of MAS Gold are now entitled to receive 0.25 (the “MAS Exchange Ratio” and together with the Rock Exchange Ratio, the “Exchange Ratio”) Eros Shares for each MAS Gold common share (a “MAS Gold Share”) held immediately prior to the effective time of the Arrangements (collectively, the “Consideration”). Existing Eros shareholders own approximately 42.37% of the combined company, former MAS Gold shareholders own approximately 37.33% of the combined company, and former Rockridge shareholders own approximately 20.30%.

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 advises 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 ("Rockridge Options") and MAS Gold options (“MAS 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 ("Rockridge Warrants") and MAS Gold Shares (“MAS Warrants”), 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 re-constituted to (5) directors, with the appointment of Jordan Trimble, Jonathan Wiesblatt, Joseph Gallucci, Ross McElroy and Tim Termuende. Management of the Eros is led by Jordan Trimble as President, Jonathan 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 TSXV as of the closing of the market on January 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 TSXV under the symbol “ROCK” and having a head office located at Suite #1030 – 505 Burrard Street, Vancouver, British Columbia, 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 TSXV under the symbol “MAS” and having a head office located at 107-3239 Faithfull Av., Saskatoon, Saskatchewan, S7K 8H4, Canada, Eros advises as follows:

On January 24, 2025, Eros, of 420-789 West Pender Street, Vancouver, British Columbia 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 TSXV of $0.05 on January 23, 2025), being 0.375 Eros Shares 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 TSXV of $0.05 on January 23, 2025), being 0.25 Eros Shares 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% 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% of Rockridge’s issued and outstanding common shares and 349,677,036 MAS Gold Shares not already owned by Eros, representing 100% 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 at www.sedarplus.ca and can be obtained from Eros at 420-789 West Pender Street, Vancouver, British Columbia V6H 1H2.

Shares for Debt Settlement

In connection with the Transaction and pursuant to a debt conversion agreement dated September 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 (“Debt Shares”) at a deemed price of $1.00 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 November 26, 2024 and can be found under each of the companies’ respective profiles on SEDAR+ at www.sedarplus.ca.

About Eros Resources Corp.

Eros Resources Corp. is a Canadian public mineral exploration company listed on the TSXV 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 totaling 35,175.6 hectares (86,920.8 acres), as well as the 100% owned Knife Lake Project and 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.

Additional information about Rockridge Resources and its project portfolio can be found on the Company’s website at www.rockridgeresourcesltd.com.

Rockridge Resources Ltd.

“Jonathan Wiesblatt”                                        Jonathan WiesblattCEO

For further information contact myself or:

Jonathan Wiesblatt, Chief Executive Officer

Rockridge Resources Ltd.Telephone: 647-203-9190Email: Jwiesblatt@rockridgeresourcesltd.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.

None of the securities to be issued pursuant to the Transaction have been, nor will be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

Forward-Looking Information and Statements

Certain of the information or statements contained in this news release constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws, which are collectively referred to as “forward-looking statements”. When used in this news release, words such as “will”, “expect” and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results “may”, “could”, “would” or “should” occur or be achieved or the negative connotation of such terms. Such forward-looking statements, including but not limited to statements relating to: the Transaction; the ability of the parties to satisfy the conditions to closing of the Transaction; and the anticipated timing of the completion of the Transaction, which involve numerous risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including the risk factors identified in the Joint Management Information Circular respecting the Transaction and the documents incorporated by reference therein, which is available on the companies’ profiles on SEDAR+ at www.sedarplus.ca. Such factors include, among others, obtaining required regulatory approvals, exercise of any termination rights under the Business Combination Agreement, meeting other conditions in the Business Combination Agreement, material adverse effects on the business, properties and assets of the companies, and whether any superior proposal will be made. Although the companies have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The companies undertake no obligation to update any forward-looking statements, except in accordance with applicable securities laws. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

The forward-looking statements in this news release involve known and unknown risks, uncertainties and other factors that may cause the companies’ actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein.