St Charles Resources Inc. Announces Definitive Agreement For Qualifying Transaction With Eastern Resources OOD - Seite 3

Completion of the Proposed Transaction is conditional upon, among other standard conditions for a transaction of this nature: (i) completion of two NI 43-101 compliant technical reports in respect of the Kutel Gold Project and the Kostilkovo Gold Project that are acceptable to the TSXV and the Company; (ii) the delivery of audited and pro forma financial statements of Eastern Resources and St Charles that are compliant with TSXV policies; (iii) Eastern Resources delivering a title opinion for each of the Kutel Gold Project and the Kostilkovo Gold Project; (iv) receipt of all required consents and approvals for the Proposed Transaction and the Business Combination Agreement; (v) Eastern Resources delivering a sponsor report satisfactory to the TSXV; (vi) if required by the TSXV, Eastern Resources delivering an independent valuation satisfactory to the TSXV; (vii) the TSXV approving the Kostilkovo Gold technical report and the Kutel Gold technical report; (viii) the TSXV providing its conditional approval for the Proposed Transaction; and (ix) no material adverse changes occurring in respect of either the Company, St Charles UK Subsidiary or Eastern Resources.

There can be no assurance that all of the necessary regulatory and third party approvals will be obtained or that all conditions of closing will be met.

Upon closing of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with Eastern Resources as the Company’s primary operating subsidiary.

Summary of Proposed Directors and Officers of the Resulting Issuer

Subject to TSXV approval, the proposed board of directors of the Resulting Issuer will be reconstituted to consist of six (6) directors, which includes James Crombie, an existing director and officer of the Company. Accordingly, all other existing directors and officers of the Company will resign upon the closing of the Proposed Transaction.

In addition to the proposed directors and officers of the Resulting Issuer disclosed in the Company’s news release dated September 8, 2022, it is expected that Vanessa Cook will be appointed to the board of the Resulting Issuer at or immediately following the closing of the Proposed Transaction.

Ms. Vanessa Cook, Independent Director (Toronto, Canada)

Ms. Vanessa Cook is a CPA, CA with over 22 years of business experience in accounting and finance. Ms. Cook graduated from Dalhousie University with a Bachelor of Commerce degree. Since then, she has worked with a variety of public and private companies in the mining, insurance, risk consulting, and technology industries, which have included the roles of Controller, Director of Finance, and Vice President of Finance. Ms. Cook spent nine years combined in financial reporting at Dundee Precious Metals and Corsa Coal. She is currently the Vice President of Finance at PomeGran Inc., a private broadband internet service provider.