Rockridge Files Management Information Circular for Annual General and Special Meeting of Shareholders to Approve Business Combination with Eros Resources and MAS Gold

Vancouver, BC, Dec. 02, 2024 (GLOBE NEWSWIRE) — Rockridge Resources Ltd. (TSX-V:  ROCK) (OTCQB: RRRLF) (Frankfurt: RR0) (Rockridge) (the Company) is pleased to announce that it has filed and has commenced the delivery of the joint management information circular of the Company, Eros Resources Corp. (Eros) and MAS Gold Corp. (MAS Gold) dated November 26, 2024 (the Circular) and related materials for the annual general and special meeting of shareholders of the Company (the Meeting) to approve, among other things, the previously announced three-way merger transaction (the Transaction (JO:)), pursuant to which, Eros will acquire (i) all of the issued and outstanding shares of Rockridge by way of plan of arrangement under the Business Corporations Act (British Columbia) (the Rockridge Arrangement) and (ii) all of the issued and outstanding shares of MAS Gold that it does not already own by way of plan of arrangement under the Business Corporations Act (British Columbia) (the MAS Arrangement).

Pursuant to the Transaction, shareholders of Rockridge will receive 0.375 common shares of Eros (each full share, an Eros Share) for each Rockridge common share (a Rockridge Share) held and shareholders of MAS Gold will receive 0.25 Eros Shares for each MAS Gold common share (a MAS Gold Share) held. Upon closing of the Transaction, existing Eros shareholders will own approximately 42.37% of the combined company, existing MAS Gold shareholders will own approximately 37.33% of the combined company, and existing Rockridge shareholders will own approximately 20.30% (based on the current issued and outstanding shares of each of the companies).

Benefits of the Transaction:

• Proven Leadership Team:  The combined company board and management will bring decades of relevant experience, with a track record of significant valuation creation for stakeholders, capital markets expertise, and technical experience.

• Mineral Resources with Exploration Potential in Saskatchewan, Canada: The combined company will consist of high-grade gold and assets in Saskatchewan and the portfolio of the combined company is expected to provide shareholders with exposure to approximately 77,890 hectares of mineral claims, offering the potential for new discoveries and potentially attracting larger strategic partners.

• Strong Balance Sheet to Execute on Growth Initiatives:  The combined company will benefit from Eros’ portfolio of equities valued at over $7.5 million as at June 30, 2024.