On March 17, 2023, St Charles Resources Inc. (“St Charles” or the “Resulting Issuer”), a capital pool company listed on the TSX Venture Exchange (the “TSXV”), completed its qualifying transaction (the “Transaction”) with Eastern Resources OOD (“Eastern Resources”), a private gold exploration company in Bulgaria.
Pursuant to the Transaction, Eastern Resources (UK) Ltd., a wholly-owned subsidiary of St Charles in the United Kingdom, acquired all of the issued and outstanding common shares of Eastern Resources in exchange for an aggregate of 33,333,300 common shares of the Resulting Issuer (the “Resulting Issuer Shares”) on the basis of 952,380 Resulting Issuer Shares for each one Eastern Resources share. As a result of the Transaction, Eastern Resources became an indirect wholly-owned subsidiary of St Charles. The Resulting Issuer Shares commenced trading on the TSXV on March 27, 2023 under the symbol “SCRS”.
Fasken advised Eastern Resources with a team that included members from Fasken’s Toronto office led by John Sabetti and including Mitchell Thaw (Tax), Andreea Andrei, and Pantea Eshraghi (Articling Student); and from Fasken’s London office led by Al Gourley and including Jodi Katz, and Carlie Marrows.