Subject: Sanatana Resources Inc. Re: News Release (early warning)
PDF Document
File: Attachment Sanatana Resources Early Warning News Release LIRECA Resources June 2025.pdf
EARLY WARNING REPORT ISSUED PURSUANT TO
NATIONAL INSTRUMENT 62-103
June 4, 2025
VANCOUVER, BC. This press release is being issued in connection with the filing of an early
warning report (the "Early Warning Report") pursuant to the requirements of National
Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues regarding the acquisition of securities of Sanatana Resources Inc. (the "Issuer") by
LIRECA Resources Corp. (the "Acquiror"). The Acquiror is a British Columbia corporation and
has a head office at 1500 1055 West Georgia Street, Vancouver, BC V6E 4N7. The Issuer's head
office is located at 1910 - 925 West Georgia Street, Vancouver, BC V6C 3L2.
On June 4, 2025, the Acquiror through its joint actors acquired (the "Acquisition") 6,295,000
common shares in the capital of the Issuer (the "Common Shares") and 295,000 Common Share
purchase warrants (the "Warrants"). Each Warrant is exercisable into an additional Common
Share at an exercise price of $0.12 for a term of 12 months after issuance.
6,000,000 of the Common Shares (the "Consideration Securities") were acquired in connection
with the completion of an asset sale involving the Issuer and the Acquiror (the "Transaction"). In
connection with the Transaction, the Acquiror acquired the Consideration Securities in exchange
for the sale of its right, title and interest under and relating to certain quartz claims located in the
Yukon, pursuant to a Quartz Claim Purchase Agreement dated May 5, 2025 between the Issuer
and the Acquiror.
The Warrants and 295,000 Common Shares (the "Financing Securities") were acquired in
connection with the closing of a non-brokered private placement of units (the "Units") in the
capital of the Issuer (the "Private Placement") at a price of $0.10 per Unit. Each Unit consists of
one Common Share and one Warrant. In connection with the Private Placement, the Acquiror
acquired the Financing Securities pursuant to the purchase of 295,000 Units for aggregate
consideration of $29,500.
Prior to the Acquisition, the Acquiror held, directly or indirectly through its affiliates, 195,379
Common Shares. Following the Acquisition, the Acquiror, along with its affiliates, had ownership
of, or exercised control or direction over, 6,490,379 Common Shares and 295,000 Warrants,
representing 18.84% of the issued and outstanding Common Shares on a non-diluted basis and
19.52% of the issued and outstanding Common Shares on a partially diluted basis. The Acquisition
resulted in the Acquiror meeting the insider reporting threshold pursuant to Section 5.2(1) of
National Instrument 62-104 Take-Over Bids and Issuer Bids.
The Acquiror holds the Consideration Securities and the Financing Securities for investment
purposes. The Acquiror and the Issuer may engage in further discussions to explore possible
additional mineral property transactions, which may involve an increase in the Acquiror's
beneficial ownership or control or direction over additional securities of the Issuer. Aside from
such potential transactions, the Acquiror does not have any current intentions to increase or
decrease their beneficial ownership or control or direction over any additional securities of the
Issuer. The Acquiror may, from time to time and depending on market and other conditions,
otherwise acquire additional Common Shares and/or other equity, debt or other securities or
LEGAL_46849542.1
instruments of the Issuer in the open market or otherwise, and reserve the right to dispose of any
or all of the securities in the open market or otherwise at any time and from time to time, and to
engage in similar transactions with respect to the securities, the whole depending on market
conditions, the business and prospects of the Issuer and other relevant factors.
For further information, or to obtain a copy of the Early Warning Report filed under applicable
securities laws, please contact:
James Munro, Legal Counsel
Telephone: 604.691.7491
Email: james.munro@mcmillan.ca
This early warning news release is issued under the early warning provisions of Canadian
securities legislation, including National Instrument 62-104 Take-Over Bids and Issuer Bids and
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues
LEGAL_46849542.1
Word Document
File: '\\swfile\EmailIn\20250605 073033 Attachment Sanatana Resources - Early Warning News Release - LIRECA Resources (une 2025.docx'
LEGAL_46849542.1
LEGAL_46849542.1
EARLY WARNING REPORT ISSUED PURSUANT TO
NATIONAL INSTRUMENT 62-103
June 4, 2025
VANCOUVER, BC. - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues regarding the acquisition of securities of Sanatana Resources Inc. (the "Issuer") by LIRECA Resources Corp. (the "Acquiror"). The Acquiror is a British Columbia corporation and has a head office at 1500 - 1055 West Georgia Street, Vancouver, BC V6E 4N7. The Issuer's head office is located at 1910 - 925 West Georgia Street, Vancouver, BC V6C 3L2.
On June 4, 2025, the Acquiror through its joint actors acquired (the "Acquisition") 6,295,000 common shares in the capital of the Issuer (the "Common Shares") and 295,000 Common Share purchase warrants (the "Warrants"). Each Warrant is exercisable into an additional Common Share at an exercise price of $0.12 for a term of 12 months after issuance.
6,000,000 of the Common Shares (the "Consideration Securities") were acquired in connection with the completion of an asset sale involving the Issuer and the Acquiror (the "Transaction"). In connection with the Transaction, the Acquiror acquired the Consideration Securities in exchange for the sale of its right, title and interest under and relating to certain quartz claims located in the Yukon, pursuant to a Quartz Claim Purchase Agreement dated May 5, 2025 between the Issuer and the Acquiror.
The Warrants and 295,000 Common Shares (the "Financing Securities") were acquired in connection with the closing of a non-brokered private placement of units (the "Units") in the capital of the Issuer (the "Private Placement") at a price of $0.10 per Unit. Each Unit consists of one Common Share and one Warrant. In connection with the Private Placement, the Acquiror acquired the Financing Securities pursuant to the purchase of 295,000 Units for aggregate consideration of $29,500.
Prior to the Acquisition, the Acquiror held, directly or indirectly through its affiliates, 195,379 Common Shares. Following the Acquisition, the Acquiror, along with its affiliates, had ownership of, or exercised control or direction over, 6,490,379 Common Shares and 295,000 Warrants, representing 18.84% of the issued and outstanding Common Shares on a non-diluted basis and 19.52% of the issued and outstanding Common Shares on a partially diluted basis. The Acquisition resulted in the Acquiror meeting the insider reporting threshold pursuant to Section 5.2(1) of National Instrument 62-104 - Take-Over Bids and Issuer Bids.
The Acquiror holds the Consideration Securities and the Financing Securities for investment purposes. The Acquiror and the Issuer may engage in further discussions to explore possible additional mineral property transactions, which may involve an increase in the Acquiror's beneficial ownership or control or direction over additional securities of the Issuer. Aside from such potential transactions, the Acquiror does not have any current intentions to increase or decrease their beneficial ownership or control or direction over any additional securities of the Issuer. The Acquiror may, from time to time and depending on market and other conditions, otherwise acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
For further information, or to obtain a copy of the Early Warning Report filed under applicable securities laws, please contact:
James Munro, Legal Counsel
Telephone: 604.691.7491
Email: james.munro@mcmillan.ca
This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
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