St Charles Resources Inc. Announces Definitive Agreement For Qualifying Transaction With Eastern Resources OOD

TORONTO, Feb. 01, 2023 (GLOBE NEWSWIRE) -- St Charles Resources Inc. (“St Charles” or the “Company”) is pleased to announce that, further to its news release of September 8, 2022, the Company has entered into a business combination agreement (the “Business Combination Agreement”) dated January 31, 2023 with Eastern Resources OOD (“Eastern Resources”), Eastern Resources (UK) Ltd., a wholly-owned subsidiary of the Company incorporated under the laws of England to give effect to the Proposed Transaction (as defined below), (“St Charles UK Subsidiary”) and the shareholders of Eastern Resources (the “Eastern Resources Shareholders”, and together with the Company, Eastern Resources and St Charles UK Subsidiary, the “Parties”). The Business Combination Agreement is in respect of a proposed business combination transaction pursuant to which the Company, through St Charles UK Subsidiary, will acquire all of the issued and outstanding securities of Eastern Resources (the “Proposed Transaction”).

It is anticipated that the Proposed Transaction will constitute the Company’s “Qualifying Transaction” as defined in and in accordance with Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the “TSXV”). All currency references herein are in Canadian currency unless otherwise specified. The Company following the completion of the Proposed Transaction is referred to as the “Resulting Issuer”.

About Eastern Resources

Eastern Resources is a private gold exploration company incorporated under the laws of Bulgaria with its head office located in Sofia, Bulgaria. At the time of closing of the Proposed Transaction, the capital of Eastern Resources will consist of 35 issued and outstanding common shares (the “Eastern Resources Shares”). Eastern Resources is and has been since incorporation focused on mineral exploration projects in Bulgaria. Eastern Resources’ material mineral and exploration projects consist of the Kostilkovo gold property (“Kostilkovo Gold Project”) and the Kutel gold property (“Kutel Gold Project”).

Eastern Resources has four shareholders: Seefin Capital OOD, as represented by Mr. Sean Hasson, Balkan Mineral & Discovery EOOD, as represented by Mr. Danko Zhelev, GEOPS-Bolkan Drilling Services EOOD, as represented by Mr. Vasil Andreev and Dundee Resources Limited a wholly owned subsidiary of Dundee Corporation.

Eastern Resources controls 100% of two quality epithermal gold projects located in the Bulgarian portion of the Western Tethyan Belt: the Kutel Gold Project and the Kostilkovo Gold Project. Management of Eastern Resources believes that its assets show potential for high-grade, good-metallurgy and low-sulfidation epithermal gold mineralisation.