Mr. Peter Miles reports

SANATANA ENTERS INTO A DEFINITIVE AGREEMENT TO ACQUIRE 5,900 HECTARE GOLD STRIKE TWO PROJECT ESTABLISHING FOOTHOLD IN THE ROGUE PLUTONIC COMPLEX REGION IN YUKON, CANADA

Sanatana Resources Inc. has entered into a quartz claim purchase agreement with Lireca Resources Inc. to acquire the Gold Strike Two project. Lireca, and its affiliated company, Florin Resources Inc., are private companies that have five key properties in Yukon: the Gold Strike Two project, the Gold Strike One project, the Florin gold project, the FLR gold project and the RJ gold project, which are located within the Tintina gold province, where regionally mineralization is associated with the Tombstone and Mayo plutonic suites. The Florin Group is currently an arm's-length party to Sanatana. Closing of the acquisition is subject to TSX Venture Exchange approval.

Highlights:

• The Gold Strike Two project borders Snowline Gold Corp.'s Rogue project, approximately 15 kilometres east-southeast of Snowline's Valley discovery and is considered to have the geological potential to host a reduced intrusion-related gold system (RIRGS).
• The vendor of the Gold Strike Two project is a mining project generator with a portfolio of projects in Canada, focusing on Yukon. This transaction forms an important collaboration with the vendor for Sanatana to negotiate possible further acquisitions.
• The company has arranged a concurrent non-brokered LIFE (listed issuer financing exemption) offering and concurrent non-brokered private placement to raise up to $1.2-million through the issuance of units priced at 10 cents per unit, with each unit comprising one common share and one warrant exercisable at 12 cents for 12 months, subject to acceleration.
• Concurrent with the closing of the acquisition, Sanatana expects to change its name to better reflect its mineral properties.

Peter Miles, chief executive officer of Sanatana, commented: "The Florin Group is a mining project generator that has acquired an impressive portfolio of mineral properties in British Columbia, Quebec, Newfoundland and Labrador, with a focus on Yukon. The definitive agreement for Gold Strike Two establishes an important relationship with the Florin Group for Sanatana to negotiate further possible acquisitions from the Florin Group. Gold Strike Two is a key acquisition for Sanatana and, subject to closing, is expected to establish Sanatana as one of the few publicly traded companies with a prospective land position in the Rogue plutonic complex region, which has received significant industry recognition from Snowline Gold Corp.'s recent Valley discovery."

John Fiorino, principal of the Florin Group, commented, "The Florin Group looks forward to engaging in further discussions with Sanatana's management to explore possible additional mineral property transactions, identifying opportunities where our complementary strengths can drive mutually beneficial transactions."

About the Gold Strike Two project

The Gold Strike Two project comprises 293 contiguous quartz claims (ICY 1 to 293) covering approximately 59 square kilometres (5,866 hectares/14,495 acres). The Gold Strike Two project encompasses the majority of the Rogue pluton, which is part of the Mayo plutonic suite and is located in the Mayo mining district.

The Rogue pluton is considered prospective to potentially host RIRGS-style (reduced intrusion-related gold system) mineralization. RIRGS deposits are a type of gold deposit found in specific geological settings, notably within the Tombstone gold belt in Yukon, Canada. These deposits are associated with reduced (low-oxygen) plutonic intrusions, typically mid-Cretaceous granitic bodies, and are characterized by gold mineralization hosted in sheeted quartz veins, skarns or disseminated forms. RIRGS deposits are known to occur in clusters. The most significant RIRGS deposit in the region occurs on the adjacent Rogue project of Snowline Gold at its Valley gold deposit, which is approximately 15 kilometres west-northwest of the Gold Strike Two project.

Much of the Gold Strike Two project includes icefields, which have, like elsewhere in the world, retreated in the past decades, exposing geology that was not accessible in the past and thus represents an underexplored geological target.

While it is understood that RIRGS cluster and occur in belts and the geological exploration industry considers exploring in these belts to have a higher probability of exploration success, there is no guarantee of exploration success or that the company's exploration thesis will be proved correct. The company also cautions that mineralization hosted on adjacent, nearby or geologically similar properties is not necessarily indicative of possible mineralization hosted on Gold Strike Two.

Exploration work

The 2024 exploration work completed by the Florin Group on the Gold Strike Two project consisted of WorldView-3 and Aster satellite imagery, alteration mineral mapping, rock sampling, soil sampling and silt sampling, focused on the margins of the mapped Rogue pluton. The 2024 work program identified rock, silt and soil samples anomalous in gold, arsenic, bismuth and tungsten. The areas where these rock samples were taken is coincident with sericite and iron-oxide/gossan zones detected by Aster satellite data. These zones are in proximity to the contacts between the Rogue pluton and the host sedimentary rocks of the Gull Lake and Narchilla formations. Recommendations include follow-up exploration efforts focusing on defining these contact zones through geological mapping and sampling.

The company expects to mobilize in early summer in order to begin an exploration program, including prospecting, mapping, and rock and soil sampling.

Terms of the definitive agreement

Pursuant to the definitive agreement (dated May 5, 2025), Sanatana is required to provide the following consideration to Lireca:

• Cash payments -- an aggregate of $500,000, payable $250,000 on the closing date and a further $250,000 to be held in escrow and payable within 90 days of closing: Such cash payment is subject to acceleration if Sanatana raises $300,000 or more in equity or debt financing within 90 days after closing.
• Share issuance -- six million common shares of Sanatana issued to Lireca on the closing date: Such common shares are issued pursuant to a prospectus exemption and are subject to a statutory restricted period of four months and one day from the date of issuance.

The Gold Strike Two project is subject to 3-per-cent net smelter return (NSR) royalty, as further described in the definitive agreement, a copy of which will be filed under Sanatana's SEDAR+ profile. At any time prior to the commencement of commercial production, the NSR royalty payer can reduce the NSR royalty by 0.5-per-cent increments, from 3 per cent to 1 per cent, by paying 250 ounces of gold or $500,000 (U.S.) (whichever is greater in monetary value) for each 0.5-pe-cent reduction, provided the NSR royalty does not fall below 1 per cent.

The Gold Strike Two project is subject to an annual advance royalty payment to the NSR royalty holder in the amount of the greater monetary value of $20,000 (U.S.) and seven ounces of gold. The annual advance royalty shall be payable on or before each subsequent anniversary of the date of the closing of the definitive agreement. Subject to the terms of the NSR royalty, the annual advance royalty will cease upon the commencement of commercial production and the annual advance royalty payments shall constitute prepayment of the NSR royalty payments.

In the event the purchaser of the Gold Strike Two project publicly announces a resource estimate on any portion of the project, prepared in accordance with National Instruction 43-101, Standards of Disclosure for Mineral Projects, that estimates the presence of gold ounces, the purchaser shall deliver to an affiliate of Lireca (or its assignee), the greater of $1-million (U.S.) in immediately available funds or 400 ounces of physical gold for every million gold ounces delineated by such resource estimate. Such bonus payment is due for each million gold ounces delineated by such resource estimate and any additional resource estimate. The bonus payment is limited to a maximum of four million gold ounces delineated and any ounces in excess of four million gold ounces delineated is not subject to a bonus payment. Gold ounces means gold or gold equivalent ounces in any resource category (that is, an inferred mineral resource, an indicated mineral resource and/or a measured mineral resource).

Lireca has the right, but not the obligation, to nominate one director to the company's board of directors.

The acquisition is an arm's-length transaction and is not expected to result in the creation of a new control person of the company pursuant to the policies of the TSX-V. The acquisition is expected to be a reviewable transaction but is not expected to be a fundamental transaction (as such terms are defined in TSX-V policies). No finders' fees were paid in connection with the definitive agreement.

Concurrent LIFE offering and private placement

In connection with the definitive agreement, Sanatana concurrently announces two non-brokered private placements for cumulative gross proceeds of up to $1.2-million from the sale up to 12 million units of the company at a price of 10 cents per unit. Of the units, 3,662,248 units are offering under the listed issuer financing offering and 8,337,752 units are offered under the concurrent private placement offering. Both the LIFE offering and the concurrent offering are non-brokered.

Each unit will consist of one common share in the capital of the company and one share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of the company at a price of 12 cents per common share for a period of 12 months from the date of closing of the private placement. The warrants are non-transferable.

The warrants are subject to an acceleration clause, whereby, if the closing price of the common shares of the company on the principal market on which such shares trade is equal to or exceeds 25 cents for 10 consecutive trading days (with the 10th such trading date hereafter referred to as the eligible acceleration date), the warrant expiry date shall accelerate to the date that is 30 calendar days following the date a news release is issued by the company announcing the reduced warrant term, provided, no more than five business days following the eligible acceleration date: (i) the news release is issued; and (ii) notices are sent to all warrantholders.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the LIFE offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. Subject to the rules and policies of the TSX-V, the securities issuable from the sale of units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participate in the LIFE offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the TSX-V.

There is an offering document related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

In addition to the listed issuer financing exemption offering, the company intends to complete the concurrent offering of up to 8,337,752 units on the same financial terms of the LIFE offering for gross proceeds of up to approximately $833,775. The concurrent offering will be made available to accredited investors and other eligible investors in British Columbia, Ontario, Alberta and such other jurisdictions as the company may decide in accordance with applicable laws. Units purchased in connection the concurrent offering will be subject to a four-month-and-one-day hold period from the date of issue.

The closing of the LIFE offering and the concurrent offering is expected to occur on or about May 16, 2025, or such other date, as the company may agree, which must be within 45 days from the date hereof for the LIFE offering. Closing of the LIFE offering is not conditional upon the closing of the concurrent offering.

In connection with the LIFE offering and the concurrent offering, the company may pay finders' fees to certain eligible arm's-length parties in accordance with the polices of the TSX-V in consideration for their efforts in introducing subscribers to the company.

It is anticipated that insiders of the company may participate in the LIFE offering and/or the concurrent offering, and such units issued to insiders will be subject to a four-month hold period pursuant to applicable policies of the TSX-V. The issuance of units to any insiders will be considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. In respect of any such insider participation, the company expects to rely on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a), as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

The concurrent offering is subject to an overallotment right, pursuant to which the company can increase the size of the entire financing by 15 per cent (that is, up to an additional $180,000).

The company intends to use the net proceeds from the sale the units for general working capital expenses and exploration expenses for the Gold Strike Two project. Under the terms of a $200,000 secured promissory note the company issued on Dec. 31, 2024, the company must repay the promissory note in full if it raises at least $800,000 in debt or equity financing. The company anticipates that the LIFE offering and the concurrent offering will require repayment or conversion of the note in full. The promissory note is held by an affiliate of Florin Group.

Name change

The company has reserved a new corporate name and expects to announce the name change concurrent with the closing of the definitive agreement. The name change better reflects the company's mineral properties in Yukon and British Columbia.

Closing conditions

Closing of the definitive agreement and completion of the LIFE offering, the concurrent private placement and the name change are subject to a number of prescribed conditions, including, without limitations, approval of the TSX-V.

Technical information

The technical information in this news release was prepared under the supervision of Derek Torgerson, PGeo, BSc (geology). Mr. Torgerson is a qualified person for the purposes of National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the technical information disclosed in this news release. Mr. Torgerson is independent of the company for the purposes of NI 43-101.

About Sanatana Resources Inc.

Sanatana Resources 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-V.

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