Rockridge Resources Prepares for Major Shareholder Meeting

Rockridge Resources Prepares for Major Shareholder Meeting

Vancouver, BC - Rockridge Resources Ltd. (TSX-V: ROCK; OTCQB: RRRLF; Frankfurt: RR0) has taken significant steps by filing a management information circular to inform shareholders about an important upcoming joint meeting. This meeting will address the proposed merger with Eros Resources Corp. and MAS Gold Corp. The materials outlined in this circular, dated November 26, 2024, reflect an exciting new phase in Rockridge's growth, focusing strictly on achieving a favorable agreement for all shareholders.

Details of the Transaction

The transaction, which is positioned as a strategic three-way merger, will allow Eros to acquire all outstanding shares of Rockridge along with a substantial portion of MAS Gold shares. Specifically, shareholders will receive 0.375 common shares of Eros for each share they hold in Rockridge, while MAS Gold's shareholders will exchange their shares for 0.25 Eros Shares. This consolidation aims to create a robust entity with enhanced ownership proportions, where existing shareholders will have significant stakes in the merger.

Ownership Breakdown Post-Merger

Once the merger is completed, existing Eros Resources shareholders are anticipated to hold around 42.37% of the new company, MAS Gold shareholders will own approximately 37.33%, and Rockridge shareholders will maintain a 20.30% share. This distribution speaks to the balance of interests and the potential for stakeholders to benefit from this new structure as the companies integrate.

Value Proposition for Stakeholders

Rockridge Resources emphasizes multiple advantages of the transaction, which are outlined in detail in the circular. The strategic alignment with Eros and MAS Gold promises a host of benefits:

• Leadership and Experience: The merger brings together a seasoned board and management team, known for delivering substantial value to stakeholders through their extensive experience in capital markets and technical fields.
• Mineral Resource Potential: The newly formed company will oversee high-grade mineral assets in Saskatchewan, covering over 77,890 hectares. This expansive land package is anticipated to not only enhance discovery potential but also attract the interest of larger strategic partners.
• Financial Strength: The strength of Eros' existing portfolio, valued at more than $7.5 million, positions the combined company favorably to pursue aggressive growth initiatives.

Shareholder Participation and Voting Process

The board of directors is united in recommending that shareholders vote in favor of the transaction. Key documents relating to the transaction are available for review, providing comprehensive information about the background and rationale for this recommendation. The circular acts as a guide to the meeting, outlining voting procedures and attendance guidance.

Shareholders are encouraged to familiarize themselves with the details and vote ahead of the meeting. The voting deadline is January 2, 2025, at 10:00 a.m. (Vancouver time), a crucial step to ensure their participation in this transformative opportunity.

Electronic Voting Options

For the convenience of shareholders, Rockridge has acknowledged potential postal delays due to recent labor actions. To mitigate these delays, the company plans to provide electronic or courier alternatives for delivering meeting materials. Shareholders can request these options directly by contacting the company.

Background on Rockridge Resources Ltd.

Rockridge Resources is dedicated to the acquisition and development of mineral properties focused primarily on copper and gold. The Knife Lake Project, owned entirely by Rockridge, is notable for hosting a near-surface VMS deposit. This project is recognized as part of a premier mining district, featuring high exploration potential.

Moreover, the company also boasts the Raney Gold Project, another high-grade initiative located in a well-established mining area. Rockridge aims to leverage its distinctive position to maximize returns for shareholders through disciplined exploration and development activities.

Frequently Asked Questions

What is the focus of the meeting announced by Rockridge?

The meeting will focus on approving a significant merger with Eros Resources and MAS Gold, aimed at creating a more robust and competitive company.

How will shareholders be compensated in the merger?

Shareholders of Rockridge will receive 0.375 shares of Eros for each of their Rockridge shares, while MAS Gold shareholders will receive 0.25 shares of Eros.

What are the expected benefits of the merger?

The merger will provide a strong management team, increased mineral resource potential, and a healthy balance sheet to support growth initiatives, enhancing shareholder value.

How can shareholders participate in the voting process?

Shareholders should review the circular for detailed voting instructions and are encouraged to vote by the deadline of January 2, 2025.

What is Rockridge's primary focus as a mineral exploration company?

Rockridge is focused on exploring and developing copper and gold resource properties within Canada, with strategic projects aimed at raising shareholder value through discovery-driven exploration.

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