Mr. Peter Miles reports

SANATANA ANNOUNCES SECURED PROMISSORY NOTE AND PROVIDES NOTICE OF EXERCISE TO ACQUIRE A 60% UNDIVIDED INTEREST IN THE OWEEGEE DOME PORPHYRY COPPER-GOLD PROJECT, LOCATED IN BC'S GOLDEN TRIANGLE

Sanatana Resources Inc. has entered into a secured promissory note with an arm's-length party dated Dec. 30, 2024, pursuant to which the lender provided a secured promissory note to the company in the principal amount of $200,000.

The loan is secured and bears interest at the rate of 10 per cent per year, due monthly in arrears. The loan has a one-year term with maturity on Dec. 31, 2025. The first interest payment is due Jan. 31, 2025, and every month thereafter from the date hereof until maturity. For additional terms of the loan, see "Other terms of the loan" below.

The proceeds from the loan are being used by the company to satisfy the final option payment for the company to exercise, and acquire, a 60-per-cent interest in the Oweegee Dome project pursuant to the option agreement between Sanatana and Arcwest Exploration Inc. dated July 19, 2021. For further details on the option agreement, see the company's news release dated July 21, 2021 (a copy of which is available under the company's SEDAR+ profile).

Option agreement

Sanatana has provided notice to Arcwest that within the time periods specified by the option agreement, Sanatana has made the required payments and common share issuances, and incurred the required exploration expenditures to earn, without any further act, the initial interest (as such term is defined in the option agreement, being a 60-per-cent undivided interest in and to the Oweegee Dome project, free and clear of all encumbrances other than the existing royalty).

Sanatana has elected not to proceed with the second option (as such term is defined in the option agreement), and accordingly, the joint venture will be formed as follows: a 60-per-cent interest in the joint venture in favour of Sanatana and a 40-per-cent interest in the joint venture in favour of Arcwest.

Pursuant to the terms of the option agreement, Sanatana and Arcwest are required to negotiate in good faith and use all reasonable efforts to enter into the joint venture agreement within 90 days from the date hereof.

Sanatana will be the initial operator of the joint venture given that it holds a 50-per-cent-or-greater interest in the joint venture.

Subject to final accounting, Sanatana estimates that it incurred expenditures under the terms of the option agreement aggregating approximately $7.2-million, being approximately $600,000 in excess of what was required to exercise the initial interest. Accordingly, Sanatana is seeking to credit such excess toward expenditures required to be incurred by Sanatana under the joint venture.

Other terms of the loan

The loan is not convertible into equity or voting securities of the company or a subsidiary of the company or otherwise participating in nature. No finder's fee or commission has been or will be paid in connection with the loan. No bonus is to be paid.

The loan is subject to acceleration if the company raises $800,000 in debt and/or equity in any number of tranches.

Pursuant to Section 1.2(b) of TSX Venture Exchange Policy 5.1 (Loans, Bonuses, Finder's Fees and Commissions), the company will make a notice filing with the exchange with respect to the loan.

About Sanatana Resources Inc.

Sanatana 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.

We seek Safe Harbor.