St Charles Resources Inc. Completes Qualifying Transaction

TORONTO, March 20, 2023 (GLOBE NEWSWIRE) -- St Charles Resources Inc. (TSXV: SCRS) (“St Charles” or the “Resulting Issuer”) is pleased to announce that it has completed its qualifying transaction (the “Qualifying Transaction”) with Eastern Resources OOD (“Eastern Resources”).

As previously announced, St Charles has received conditional approval from the TSX Venture Exchange (the “Exchange”) of the Qualifying Transaction. Final acceptance will occur upon the issuance of the Final Exchange Bulletin by the Exchange. Subject to final acceptance, the Resulting Issuer will be classified as a Tier 2 issuer pursuant to Exchange policies. The Resulting Issuer’s common shares are expected to commence trading on the TSXV at the opening of markets on March 27, 2023 under the symbol “SCRS”.

The Qualifying Transaction was effected by way of a share exchange whereby St Charles, on behalf of Eastern Resources (UK) Ltd. (“AcquireCo”), a wholly-owned subsidiary of St Charles incorporated under the laws of the United Kingdom, issued an aggregate of 33,333,300 common shares of the Resulting Issuer (the “Resulting Issuer Shares”) to acquire 100% of the issued and outstanding common shares of Eastern Resources (the “Eastern Resources Shares”) from the shareholders of Eastern Resources (the “Eastern Resources Shareholders”) on the basis of 952,380 Resulting Issuer Shares for each 1 Eastern Resources Share acquired by AcquireCo. Concurrently, the Eastern Resources Shareholders transferred all of their 35 Eastern Resources Shares to AcquireCo, such that Eastern Resources is now, indirectly, a wholly-owned subsidiary of St Charles.

In connection with the completion of the Qualifying Transaction, all members of St Charles’ board of directors have resigned except James Crombie. The Resulting Issuer’s board of directors is now comprised of the following individuals: James Crombie, Sean Hasson, Colin Jones, Vanessa Cook, Dr. Mihaela Barnes, and Laurie Marsland. In addition, the board has appointed James Crombie as Executive Chair, Sean Hasson as President and Chief Executive Officer and Jeff Pennock as Chief Financial Officer and Secretary.

Following completion of the Qualifying Transaction, the security holders of St Charles hold approximately 27,360,000 Resulting Issuer Shares, representing approximately 45.08% of the Resulting Issuer Shares and the Eastern Resources Shareholders hold approximately 33,333,300 Resulting Issuer Shares, representing approximately 54.92% of the Resulting Issuer Shares, on a non-diluted basis.