TORONTO, ON. – 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.

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.

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.


Filing Statement 

In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, the Company intends on filing a filing statement on its issuer profile on SEDAR (, which will contain relevant details relating to the Proposed Transaction, the Company, Eastern Resources and the Resulting Issuer.


Trading Halt 

Trading  of  the  Company’s  common  shares  has  been  halted  as  a  result  of  the  announcement  of  the  Proposed Transaction and the Company expects that trading will remain halted pending closing of the Proposed Transaction.


Other information relating to the Proposed Transaction 

The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” within the meaning of Policy 2.4 of the TSXV. The Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the TSXV.

In connection with the Proposed Transaction, McMillan LLP is acting as legal counsel to the Company and Fasken Martineau DuMoulin LLP is acting as legal counsel to Eastern Resources.

Additional information concerning the Proposed Transaction, the Company, Eastern Resources and the Resulting Issuer is contained in the Company’s news release dated September 8, 2022 and will be contained in the filing statement to be filed by the Company in connection with the Proposed Transaction, which will be available in due course under the Company’s SEDAR profile.


About St Charles Resources Inc. 

St Charles Resources Inc. is designated as a Capital Pool Company under TSXV Policy 2.4. The Company has not commenced commercial operations and has no assets other than cash. The Company’s objective is to identify and  evaluate  businesses  or  assets  with  a  view  to  completing  a  “Qualifying  Transaction”  as  defined  in  and  in accordance  with  Policy  2.4  –  Capital  Pool  Companies  of  the  Corporate  Finance  Manual  of  the  TSXV.  Any proposed Qualifying Transaction must be approved by the TSXV and, in the case of a non-arm’s length Qualifying Transaction,  must  also  receive  majority  approval  of  the  minority  shareholders.  Until  the  completion  of  a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.

For further information regarding the Company and the Proposed Transaction, please contact James Crombie, President, Chief Executive Officer and Director of the Company, at 514-825-4222.

For further information regarding Eastern Resources and the Proposed Transaction, please contact Sean Hasson, at +359 2 989 2361.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance  and  if  applicable  pursuant  to  TSXV  requirements,  majority  of  the  minority  shareholder  approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. 

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. 

The  TSXV  has  in  no  way passed  upon  the  merits  of  the  Proposed  Transaction  and  has  neither  approved nor disapproved the contents of this press release. 

iA Capital Markets, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. 

Neither 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 release.


Forward Looking Information 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “intends”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking  information  in  this  press  release  may  include,  without  limitation,  statements  relating  to:  the completion of the Proposed Transaction and the timing thereof, the proposed business of the Resulting Issuer, references to the potential of the Kutel Gold Project and the Kostilkovo Gold Project, the completion of NI 43- 101 technical reports, the proposed directors and officers of the Resulting Issuer, completion of satisfactory due diligence, TSXV sponsorship requirements, shareholder and regulatory approvals, and future press releases and disclosure.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management’s ability to manage and to operate the business, and explore and develop the projects of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company and Eastern Resources may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual  results to differ materially from these forward-looking statements as well  as future results. Although each of the Company and Eastern Resources believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of the Company and Eastern Resources disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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