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Sanatana Resources Inc. (TSXV: STA) ("Sanatana" or the "Company") provides an update on its definitive agreement dated July 1, 2025 (the "Definitive Agreement") to acquire the Gold Strike One Project (Yukon) and the Abitibi Property (Quebec) (collectively, the "Target Assets") from LIRECA Resources Inc. ("LIRECA") and LIRECA's affiliate, Florin Resources Inc. ("Florin" and, together with LIRECA, the "Florin Group"), as initially announced on July 3, 2025 (the "Proposed Acquisition"). The Proposed Acquisition is a non-arm's length "Reverse Takeover" for Sanatana, as such term is defined in TSX Venture Exchange ("TSX-V") Policy 5.2 - Change of Business and Reverse Takeovers ("Policy 5.2").
The Company resulting from the Proposed Acquisition (the "Resulting Issuer") will carry on the business of Sanatana and will operate under the name "Gold Strike Resources Corp." upon completion of the proposed name change. It is expected that the Resulting Issuer will be classified as a Tier 2 Mining Issuer.
Update on Disclosure Documents and Closing
As previously announced, the Company is preparing a TSX-V filing statement (the "Filing Statement") for the Proposed Acquisition. The Company believes it can obtain minority shareholder approval for the Proposed Acquisition through written consent, as permitted under TSX-V Policy 5.2. Although the Company maintains that the Target Assets do not constitute a "business" under applicable securities laws, the TSX-V has determined that financial statements for the Target Assets are required in the Filing Statement. While the Company disagrees with this determination, it acknowledges the TSX-V's position and is working to prepare the required financial statements. Subject to TSX-V approval, the Company expects to file the Filing Statement on SEDAR+ in September 2025.
The Company has applied to the Ontario Securities Commission (the "OSC") for an exemption from the shareholder meeting requirement in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Company believes it can obtain minority shareholder approval for the Proposed Acquisition through written consent, which would allow the Company to close the Proposed Acquisition on an accelerated basis. On July 31, 2025, the Company filed a disclosure document, the contents of which comply with the disclosure requirements set out in subsection 5.3(3) of MI 61-101. However, in accordance with TSX-V Policy 5.2, shareholders will not be able to provide written consent for the Proposed Acquisition until they have also received a copy of the Filing Statement. Further, no consent will be obtained unless the OSC grants the requested exemptive relief. If the OSC does not grant the exemptive relief, the Company will call a meeting of shareholders to seek minority shareholder approval and send an information circular to shareholders in accordance with MI 61-101, which would result in a delay in timing of the completion of the Proposed Acquisition.
Closing of the Proposed Acquisition remains subject to:
requisite regulatory approval, including TSX-V approval;
customary closing conditions, including receipt of required shareholder approvals; and
any additional closing conditions set out in the Definitive Agreement.
Due to delays arising from the TSX-V's requirement to include financial statements in the Filing Statement, the Company now anticipates closing the Proposed Acquisition in September 2025.
About the Company
Sanatana Resources Inc. is a mineral exploration and development company focused on high-impact properties in Canada. With an award-winning technical team and experienced management and board of directors, Sanatana is based in Vancouver and is listed on the TSX Venture Exchange (TSXV: STA).
(signed) "Peter Miles"
Peter Miles
Chief Executive Officer
For additional information on the Company, please contact Mr. Peter Miles, Chief Executive Officer at (604) 408-6680 or email investor@sanatanaresources.com.
To be added to the email distribution list, please email ir@sanatanaresources.com with "Sanatana" in the subject line.
Completion of the Proposed Acquisition is subject to a number of conditions, including but not limited to, TSX-V acceptance and, if applicable, pursuant to the requirements of the TSX-V and disinterested shareholder approval. Where applicable, the Proposed Acquisition cannot close until any required shareholder approvals are obtained. There can be no assurance that the Proposed Acquisition 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 Acquisition, any information released or received with respect to the Proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Sanatana Resources Inc. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Acquisition and has neither approved nor disapproved the contents of this news release.
Cautionary Statements and "Forward-Looking" Information
This news release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words "anticipate", "plan", "continue", "expect", "estimate", "objective", "may", "will", "project", "should", "predict", "potential" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements concerning the Definitive Agreement, including the proposed name change, the preparation of financial statements, the filing of the Filing Statement, the granting of the requested exemptive relief, the receipt of necessary regulatory and shareholder approvals, and the closing of the Proposed Acquisition.
Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company cannot give any assurance that they will prove correct. Since forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with mineral exploration generally and results from anticipated and proposed exploration programs, conditions in the equity financing markets, and assumptions and risks regarding receipt of regulatory and shareholder approvals.
Management has provided the above summary of risks and assumptions related to forward-looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company's future operations. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward-looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263191
