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:
- C$200,000 on execution of the definitive asset purchase agreement, voting support agreements by Sanatana's directors and officers, and an agreement with respect to surface access in favour of TAAC (the " Surface Rights Agreement "). This payment has been made;
- A further C$1,800,000 upon closing; and
- The return of 6,987,239 common shares of Sanatana held by TAAC and its affiliates.
Post Closing Contingent Payments
- TAAC or its permitted assignee will pay Sanatana a further C$1,500,000 upon a decision to put all or a part of the Watershed Property into commercial production;
- TAAC or its permitted assignee will pay Sanatana a further C$1,500,000 upon commencement of commercial production of all or a part of the Watershed Property; and
- TAAC will grant Sanatana a 1% net smelter returns royalty (" NSR ") on the Watershed Property subject to a buy-out right to TAAC at any time of 0.5% of the NSR for a further cash payment to Sanatana of C$2,000,000. TAAC also has a right of first refusal on any sale of the NSR.
Other provisions of the transaction include:
- The Surface Rights Agreement provides TAAC and TAAC's affiliates with immediate access to the surface rights of the Watershed Property subject to Sanatana's right to use the surface rights for prospecting and the efficient exploration, development and operation of the mines, minerals, and mining rights. Further, if all the mutual condition precedents to close the transaction are satisfied and the condition precedents to close the transaction in TAAC's favour are satisfied (see below for a summary of the material conditions) and TAAC does not close, then the surface rights agreement will terminate and TAAC and its affiliates will have no rights thereunder. Alternatively, if all the mutual condition precedents to close the transaction are not satisfied or waived by Sanatana and TAAC, where permitted, or the condition precedents to close the transaction in TAAC's favour are not satisfied or waived by TAAC, then TAAC will retain its rights under the Surface Rights Agreement.
- For the purposes of the above-referenced post closing contingent payments, the Watershed Property is defined to include only the original 46 mining claims (the " Original Mining Claims ") referenced in the option and joint venture agreement dated February 14, 2011 between Sanatana and TAAC and such contingent payments are not based on the 20% carried interest in the three mining claims that Sanatana acquired for the benefit of Sanatana and TAAC in 2013 (the " Clam Lake Claims "). Notwithstanding the foregoing, the transaction requires Sanatana to sell to TAAC all of the mineral claims comprising the Watershed Property and such mineral claims include the Original Mining Claims and the Clam Lake Claims.
- The directors and executive officers of Sanatana who own Sanatana common shares entered into voting and support agreements to vote in favour of the transaction at the Sanatana shareholder meeting. A total of 15,374,601 Sanatana common shares are represented by such voting and support agreements.
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.
