Ron Netolitzky companies in three-way merger deal
Eros Resources Corp. [ERC-TSXV, EROSF-OTCQB], MAS Gold Corp [MAS-TSXV] and Rockridge Resources Ltd. [ROCK-TSXV, RRRLF-OTCQB, RRO-Frankfurt] have signed a definitive agreement to combine in a three-way merger transaction.
The combined entity aims to utilize the expertise of legendary Canadian geologist Ron Netolitzky, a founder of both Eros Resources and MAS Gold. It will also benefit from a corporate mandate that entails focusing on the exploration and development of high-grade gold and copper assets in Saskatchewan, including a portfolio of 77,890 hectares of mineral claims, offering the potential for new discoveries and the ability to attract larger strategic partner.
The merged company expects to benefit from Eros’s portfolio of equities that were recently valued at $7.5 million.
Under the agreement, Eros will acquire all of the issued and outstanding shares of both Rockridge and MAS Gold that it does not already own by way of two plans of arrangement under the Business Corporation Act of (British Columbia).
Shareholders of Rockridge will receive 0.375 common shares of Eros for each Rockridge common share held. Shareholders of MAS Gold will receive 0.25 Eros share for each MAS Gold common share held.
“This is a transformational transaction to create an unparalleled exploration company with significant upside on multi-fronts,” said Eros CEO Tom MacNeill.
Under the terms of the merger, Netolitzky, who is a director of Eros and interim CEO of MAS Gold. will convert a promissory note issued by Eros in the amount of $2.35 million into Eros preferred shares at a price of $1 each.
Netolitzky,has been directly associated with three major gold discoveries in North America, including two of Canada’s most successful high-grade precious metal mines – Snip and Eskay Creek. Both are located in the Golden Triangle area of British Columbia. The third is the Brewery Creek mine near Dawson City, Yukon.
His extraordinary lifelong success led him to be inducted into the Canadian Mining Hall of Fame in 2015.
Netolitzky assembled the gold properties in Saskatchewan in close proximity to existing infrastructure over 15 years ago. “This joining of Eros MAS Gold and Rockridge with a mentoring opportunity to utilize the knowledge and insights of Netolitzky and his exploration associates is an opportunity where the combination of the inputs are anticipated to result in a much greater organization,’’ said MAS Gold director Robert Matthews. “This transaction represents a truly symbiotic situation for the three companies.”
Management of the combined company will include Jordan Trimble as President, Jonathan Wiesblatt as Chief Executive Officer, and Chantelle Collins as Chief Financial Officer.
The proposed arrangements will each require the approval of at least 66/23% of the votes by the shareholders of each of MAS and Rockridge. Following completion, the combined company plans to undertake a share consolidation on a 10 for one basis.
Eros shares were unchanged at $0.045 and trade in a 52-week range of $0.05, and $0.025. MAS Gold trades in a 52-week range of E0.02 and $0.005. Rockridge trades in a 52-week range of $0.025 and $0.01.