St Charles Resources Inc. Completes Qualifying Transaction - Seite 2

Pursuant to the policies of the Exchange and in connection with the Qualifying Transaction, 19,047,600 Resulting Issuer Shares held by non-principal security holders will be subject to the escrow release schedule provided in the Resulting Issuer Value Escrow Agreement dated March 17, 2023 and 9,523,800 Resulting Issuer Shares held by a principal security holder will be subject to the escrow release schedule provided in the Resulting Issuer Surplus Escrow Agreement dated March 17, 2023, representing approximately 31.38% and 15.69% of the issued and outstanding Resulting Issuer Shares, respectively, on a non-diluted basis.

Furthermore, the Resulting Issuer is calling a special meeting of the shareholders of the Resulting Issuer to be held on April 26, 2023 for the purpose of seeking approval from shareholders to change its name from “St Charles Resources Inc.” to “BULGOLD Inc.” and to consolidate its issued and outstanding Resulting Issuer Shares on a 3:1 post-consolidation basis.

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. 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”). In connection with the completion of the Qualifying Transaction, Eastern Resources became a wholly-owned subsidiary of AcquireCo.

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.

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.

Further Information

For additional information about St Charles, Eastern Resources and the Qualifying Transaction, please refer to the filing statement dated February 23, 2023 which has been filed under St Charles’ profile on SEDAR at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.