Toronto, Ontario – February 27, 2023 – St Charles Resources Inc. (“St Charles” or the “Company”) is pleased  to  announce  that  it  has  received  conditional  approval  from  the  TSX  Venture  Exchange  (the “TSXV”)  in  respect  of  its  proposed  qualifying  transaction  (the  “Proposed  Transaction”)  with  Eastern Resources OOD. (“Eastern Resources”) pursuant to Policy 2.4 – Capital Pool Companies of the TSXV.

In accordance with the previously announced business combination agreement dated January 31, 2023 and immediately at closing of the Proposed Transaction, St Charles, on behalf of Eastern Resources (UK) Ltd. (“AcquireCo”), a wholly-owned subsidiary of   St Charles, will issue 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 will transfer  all  of  their  Eastern  Resources  Shares  to  AcquireCo,  such  that  Eastern  Resources  will  become, indirectly,  a  wholly-owned  subsidiary  of  St  Charles  (the  “Resulting  Issuer”)  upon  completion  of  the Proposed Transaction. The Proposed Transaction is expected to close on or about March 10, 2023.

Completion of the Proposed Transaction is subject to a number of conditions including the receipt of final approval from the TSXV. Trading in the common shares of St Charles is presently halted and will remain halted until completion of the Proposed Transaction.


Filing Statement 

In connection with the Proposed Transaction and pursuant to TSXV requirements, St Charles has filed a filing statement dated February 23, 2023 under its profile on SEDAR (


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 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.


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 filing statement 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. 

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 “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,  and shareholder and regulatory approvals.

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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