Mr. Peter Miles reports
SANATANA ANNOUNCES TSX-V CONDITIONAL APPROVAL OF TRANSACTION TO ACQUIRE GOLD STRIKE ONE PROJECT (YUKON) AND ABITIBI PROPERTY (QUEBEC)
Sanatana Resources Inc. has received conditional approval from the TSX Venture Exchange in respect of the previously announced transaction to acquire the Gold Strike One project 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-V Policy 5.2, Change of Business and Reverse Takeovers.
The company resulting from the proposed acquisition will continue the business of Sanatana as a Tier 2 mining issuer on the TSX-V, operating under the name Gold Strike Resources Corp. and with the ticker symbol GSR.
Update on concurrent financing
In connection with the proposed acquisition, Sanatana previously announced a non-brokered private placement of up to 8.8 million units of the company at a price of 60 cents per unit for gross proceeds of up to $5.28-million, subject to an overallotment right pursuant to which the company can increase the size of the concurrent financing by 15 per cent (up to an additional $792,000 through the sale of up to 1.32 million units, for aggregate gross proceeds of $6,072,000).
The company confirms that it must raise a minimum of $4.3-million gross proceeds through the concurrent financing to satisfy TSX-V listing requirements for the proposed acquisition.
Further details on the concurrent financing, including the terms of the securities offered thereunder, can be found in the company's news releases dated July 3, 2025, and July 22, 2025.
Update on disclosure document and closing
In connection with the proposed acquisition and as required by TSX-V Policy 5.2, the company has filed a TSX-V filing statement dated Sept. 23, 2025, which provides further information concerning the company, the target assets and the proposed acquisition, a copy of which is available on the company's SEDAR+ profile.
The company believes it can obtain minority shareholder approval for the proposed acquisition through written consent, as permitted under TSX-V Policy 5.2.
The company has applied to the Ontario Securities Commission (OSC) 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. 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 a number of conditions, including, but not limited to: (i) customary closing conditions, including receipt of required shareholder approvals; and (ii) the final acceptable from the TSX-V. The company currently expects closing of the proposed acquisition to occur in September, 2025.
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 Venture Exchange (symbol STA).
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