EARLY WARNING NEWS RELEASE
October 1, 2025
VANCOUVER, B.C. – This press release is being issued in connection with the filing of an early warning report (the “Early Warning Report”) by LIRECA Resources Corp. (the “Acquiror”), regarding the acquisition of securities of Sanatana Resources Inc. (the “Issuer”) by the Acquiror, pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. 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 October 1, 2025, the Acquiror acquired (the “Acquisition”) 24,745,620 common shares in the capital of the Issuer (the “Consideration Shares”).
The Consideration Shares 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 Shares 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 purchase agreement dated July 1, 2025, between the Issuer and the Acquiror.
Immediately prior to the Acquisition, the Acquiror held, directly or indirectly through its affiliates and joint actors, 6,490,379 common shares in the capital of the Issuer (the “Common Shares”) and 295,000 share purchase warrants (the “Warrants”), representing approximately 18.84% of the issued and outstanding Common Shares on a non-diluted basis and approximately 19.53% on a partially-diluted basis. Following the Acquisition (including the concurrent private placement conducted by the Issuer in connection with the Transaction), the Acquiror, along with is affiliates and joint actors, had ownership, exercised control or direction over, 31,235,999 Common Shares and 295,000 Warrants (collectively, the “Acquiror’s Securities”), representing approximately 46.53% of the issued and outstanding Common Shares on a non-diluted basis and approximately 46.76% on a partially-diluted basis.
The Acquiror holds the Acquiror’s 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. The Acquiror has a contractual right to nominate one director to the board of directors of the Issuer; however, as of the date hereof, the Acquiror has not exercised such right. The Acquiror may elect to exercise such right in the future.
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