Rockridge Resources Ltd. — M&A Activity 2025

Jan 28, 2025

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations

ITEM 1 Names of the parties to the transaction

Eros Resources Corp. (“ERC”) and Rockridge Resources Ltd. (“ROCK”)

ITEM 2 Description of the transaction

On January 24, 2025, ERC announced the completion of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) with ROCK.

Pursuant to the Arrangement, ERC acquired all of the issued and outstanding common shares of ROCK (“ROCK Shares”) owned by the former shareholders of ROCK in consideration of the issuance of 0.375 common shares of ERC (“ERC Shares”) for each ROCK Share so acquired.

The Arrangement was approved by the holders of ROCK Shares at an annual and special meeting held on January 6, 2025 and by the Supreme Court of British Columbia on January 9, 2025.

Complete details of the Arrangement are set out in the joint management information circular of ERC, ROCK and MAS Gold Corp. dated November 26, 2024 (the “Circular”), which has been filed on SEDAR+ under the profiles for ROCK at www.sedarplus.ca.

ITEM 3 Effective date of the transaction

January 24, 2025

ITEM 4 Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

On completion of the Arrangement, ROCK became a wholly-owned subsidiary of ERC and the ROCK Shares were delisted from trading on the TSX Venture Exchange as of the close of trading on January 27, 2025.

ERC will make an application to the British Columbia Securities Commission and Alberta Securities Commission to have ROCK cease to be a reporting issuer in such jurisdictions.

ERC will continue as a reporting issuer in British Columbia, Alberta and Quebec, and the ERC Shares will continue to trade on the TSX Venture Exchange under the trading symbol “ERC”.

ITEM 5 Date of the reporting issuer’s first financial year-end after the transaction

Not applicable.

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ITEM 6
Periods, including the comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer's first financial year after the transaction

Not applicable.

ITEM 7
Documents filed under NI 51-102 that describe the transaction and where they can be found in electronic format

Further information about the Arrangement is contained in the joint management information circular and related proxy materials of ERC, ROCK and MAS Gold Corp. dated November 26, 2024 and filed with the Canadian securities regulatory authorities. A copy of these materials is available under ROCK’s SEDAR+ profile at www.sedarplus.ca.

ITEM 8
Date of Notice

January 27, 2025