St Charles Resources Inc. Announces Definitive Agreement For Qualifying Transaction With Eastern Resources OOD - Seite 2

The business of the Resulting Issuer will be primarily focused on the exploration of the Kutel Gold Project, the Kostilkovo Gold Project, and acquisition of additional properties in line with its focused exploration strategy.

Summary of the Proposed Transaction

Pursuant to the terms of the Business Combination Agreement, St Charles UK Subsidiary has agreed to purchase all of the issued and outstanding securities of Eastern Resources from the Eastern Resources Shareholders in exchange for the issuance of 952,380 Resulting Issuer common shares (the “Resulting Issuer Shares”) for every one (1) Eastern Resources Share (as defined below) held by each Eastern Resources Shareholder. Eastern Resources Shareholders will receive, in the aggregate, 33,333,300 Resulting Issuer Shares, representing 54.92% of the issued and outstanding capital of the Resulting Issuer, on a non-diluted basis. The purchase price payable by St Charles, on behalf of St Charles UK Subsidiary, to the Eastern Resources Shareholders will be deemed to equal approximately $95,238 per Eastern Resources Share so acquired by St Charles UK Subsidiary, for an aggregate purchase price of $3,333,330. The Business Combination is intended to constitute a Qualifying Transaction, such that upon completion, Eastern Resources will be indirectly held by the Resulting Issuer through St Charles UK Subsidiary.

It is intended that immediately following the completion of the foregoing steps, an aggregate of approximately 60,693,300 Resulting Issuer Shares will be issued and outstanding. The Proposed Transaction, as currently anticipated, will not be subject to approval of the securityholders of the Company. No concurrent financing is anticipated to occur in connection with the Proposed Transaction. It is currently expected that the Resulting Issuer will continue to operate under the name “St Charles Resources Inc.”.

The following table sets out the expected share capital of the Resulting Issuer on a non-diluted basis after giving effect to the Proposed Transaction:

Category of Security	Number	Percentage
Resulting Issuer Shares held by former St Charles Shareholders	27,360,000	45.08%
Resulting Issuer Shares issued to former Eastern Resources Shareholders pursuant to the Business Combination Agreement	33,333,300	54.92%
Total Resulting Issuer Shares	60,693,300	100%

The Resulting Issuer Shares to be issued pursuant to the Proposed Transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Certain Resulting Issuer Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on escrow under the policies of the TSXV, including the securities to be issued to “Principals” (as defined under TSXV policies), which will be subject to the escrow requirements of the TSXV.