Mr. Peter Miles reports
SANATANA PROVIDES UPDATE ON TRANSACTION TO ACQUIRE GOLD STRIKE ONE PROJECT (YUKON) AND ABITIBI PROPERTY (QUEBEC)
Sanatana Resources Inc. has provided an update on its definitive agreement dated July 1, 2025, to acquire the Gold Strike One project (Yukon) and the Abitibi property (Quebec) from Lireca Resources Inc. and Lireca's affiliate, Florin Resources Inc., as initially announced on July 3, 2025. The proposed acquisition is a non-arm's-length reverse takeover for Sanatana, as such term is defined in TSX Venture Exchange Policy 5.2 (Change of Business and Reverse Takeovers).
The company resulting from the proposed acquisition 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 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 for an exemption from the shareholder meeting requirement in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) 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 anticipates closing the proposed acquisition in September, 2025.
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.
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