As part of the transaction, Eastern Resources owners will receive 952,380 shares into the combined company for each Eastern Resources share they hold, St Charles said in a press release on Wednesday.
In total, Eastern Resources shareholders will obtain 33.3 million shares in the newly formed entity, representing a stake of 54.92%.
The purchase price payable by St Charles will be deemed to equal about 95,238 Canadian dollars per Eastern Resources share, corresponding to an aggregate price of 3.33 million Canadian dollars.
The Canadian company will carry out the transaction through its UK unit, Eastern Resources (UK) Ltd.
Eastern Resources has a capital of 35 shares. The firm has four owners – Seefin Capital OOD, Balkan Mineral & Discovery EOOD, GEOPS-Bolkan Drilling Services EOOD and Dundee Resources Limited, a wholly owned subsidiary of Canadian Dundee Corporation.
Eastern Resources owns the Kutel gold project in the Eastern Rhodope mountains and the Kostilkovo gold project, which is close to the border with Greece, in Bulgaria’s Haskovo Region.
Following the transaction, the resulting company will be mainly focused on the exploration of the two gold projects and acquisition of additional properties in line with exploration strategy.
St Charles Resources is a special purpose vehicle, or capital pool company, which has no commercial operations and no assets other than cash. Its aim is to identify and evaluate businesses or assets for acquisition.
The final agreement came after the parties first signed a letter of intent in September.
(1 Canadian dollar = $0.7531/0.6862 euro), SEE News reports.