VANCOUVER, BRITISH COLUMBIA–(Marketwired – Jan. 12, 2016) – Sanatana Resources Inc. (“Sanatana” or the “Company“) (TSX VENTURE:STA) announces that it has entered into a suite of definitive agreements with Trelawney Augen Acquisition Corp. (“TAAC“) to divest Sanatana’s 50% interest in the Watershed Property (along with all of Sanatana’s information/data and drill core related thereto) for total cash consideration of up to C$5,000,000. TAAC is an arm’s length party to Sanatana. The cash consideration is comprised of: (i) C$200,000 paid on execution of the suite of definitive agreements, (ii) a further C$1,800,000 paid upon closing, and (iii) contingent payments of up to C$3,000,000 upon satisfaction of certain milestones. In addition to the cash consideration, upon closing TAAC will return 6,987,239 Sanatana common shares to Sanatana for cancellation and grant to Sanatana a 1% net smelter returns royalty. The material terms of the transaction are further outlined below.
Peter Miles, President and Chief Executive Officer of Sanatana stated: “Sanatana’s board and management believe that this transaction is in the best interest of shareholders as it provides significant cash consideration and an opportunity for the Company’s shareholders to preserve value and maintain exposure to the Watershed Property via the net smelter returns royalty and contingent future payments. This transaction is expected to provide us with the necessary capital required to restructure our operations and leave a cash reserve to deploy towards another project/transaction. In light of low commodity prices and extremely difficult capital markets for junior miners, Sanatana is also continuing to review its strategic opportunities.”
Material Terms of the Transaction
Pre-Closing and Closing Payments
The aggregate purchase price payable for the Watershed Property (and all of Sanatana’s information/data and drill core related thereto) by TAAC to Sanatana is:
Post Closing Contingent Payments
Other provisions of the transaction include:
Sanatana Approvals and Other Conditions
Sanatana will hold a shareholders’ meeting to consider and approve the transaction no later than March 8, 2016. The terms of the transaction will be described in further detail in Sanatana’s Management Information Circular to be filed with the applicable regulatory authorities and mailed to Sanatana shareholders in accordance with applicable securities laws. Materials relating to the transaction will be filed by Sanatana with applicable securities regulatory authorities in Canada. Copies of these documents will be available under Sanatana’s SEDAR profile at www.sedar.com.
The closing of the transaction is subject to a number of conditions, including: (i) approval of the transaction by two-thirds of the votes cast in person or by proxy at the Sanatana shareholder meeting, (ii) approval of the TSX Venture Exchange, (iii) that the representations and warranties given by Sanatana are true and correct in all material respects on the closing date, (iv) that Sanatana shall have performed and complied in all material respects with all the terms and conditions of the asset purchase agreement, (v) compliance with the Bulk Sales Act (Ontario), (vi) that there are no material adverse changes since the date of the asset purchase agreement, and (vii) that the voting and support agreements are complied with.
This announcement is for informational purposes only and does not constitute a solicitation or a proxy.
About the Company
Sanatana Resources Inc. is a Canadian mineral exploration and development company focused on its Watershed Property in Ontario. Sanatana is the legal and beneficial owner of 50% of the Watershed Property further to an option and joint venture agreement with Trelawney Augen Acquisition Corp. (formerly Augen Gold Corp.) (“TAAC”). The Watershed Property consists of 46 mining claims totalling approximately 19,006 acres and located within the townships of Yeo, Chester, Neveille and Benneweis.
In 2013, Sanatana expanded the Watershed Property by acquiring, for the sole benefit of Sanatana and TAAC, a 20% interest in three additional mining claims, now referred to as the Clam Lake Property, located in Yeo and Chester Townships, Ontario.
In addition to the Watershed Property, Sanatana also has exploration property in Saskatchewan. With an experienced management team and board of directors, the Company has the ability required to identify, develop and fund economic mineral properties. Sanatana is based in Vancouver and is listed on the TSX Venture Exchange (TSX VENTURE:STA).
SANATANA RESOURCES INC.
Peter Miles, President and Chief Executive Officer
Cautionary Statement Regarding “Forward-Looking” Information
Some of the statements contained in this news release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as “plans”, “expects”, “intends”, “is expected”, “potential”, “suggests” or variations of such words or phrases, or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond Sanatana’s control. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.