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Cision Canada
a day ago
- Business
- Cision Canada
Ucore Announces Upsize to the Brokered LIFE Offering for Gross Proceeds of up to C$14.0 Million
HALIFAX, NS, June 9, 2025 /CNW/ - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) (" Ucore" or the " Company") is pleased to announce that, as a result of strong investor demand, the Company has increased the size of its previously announced "best efforts" private placement (the " Marketed Offering") from aggregate gross proceeds of up to C$10.0 million to aggregate gross proceeds of up to C$14.0 million. The upsized Marketed Offering is comprised of the sale of up to 11,666,667 units of the Company (the " Units") at a price of C$1.20 per Unit (the " Offering Price"). Each Unit will consist of one common share in the capital of the Company (a " Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a " Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a " Warrant Share") at any time on or before the date which is 36 months following the Closing Date (as herein defined) at an exercise price of C$1.75. Red Cloud Securities Inc., as lead agent and sole bookrunner, together with Raymond James Ltd. (collectively, the " Agents"), are acting as agents in connection with the Offering. The Company has granted the Agents an option (the " Agents' Option", and together with the Marketed Offering, the " Offering"), exercisable in whole or in part up to 48 hours prior to the closing of the Offering, to offer and sell up to an additional 1,250,000 Units at the Offering Price for additional gross proceeds of up to C$1.5 million. If the Agents' Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be C$15.5 million. The Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in all the provinces of Canada, except Québec. The Units and the securities underlying the Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Agents will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act"), and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. As previously disclosed, the net proceeds of the Offering are expected to be used for the following: (i) finalization of upstream mixed-rare-earth feedstock agreements and downstream customer offtake agreements for the Company's planned strategic metals complex (" SMC") in Louisiana, USA; (ii) completion of the Company's existing obligations pursuant to its agreements with the U.S. Department of Defense and Natural Resources Canada; (iii) commercial scale column confirmation testing; (iv) progressing engineering drawings and plans, which are currently ongoing, for the Company's planned SMC; and (v) general working capital requirements. There is an amended and restated offering document relating to the Offering that can be accessed under the Company's profile at and on the Company's website at Prospective investors should read this amended offering document before making an investment decision. It is anticipated that the Offering will close on or about June 19, 2025, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange (the " TSXV"). This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, as amended, and applicable state securities laws. About Ucore Rare Metals Inc. Ucore is focused on rare- and critical-metal resources, extraction, beneficiation, and separation technologies with the potential for production, growth, and scalability. Ucore's vision and plan is to become a leading advanced technology company, providing best-in-class metal separation products and services to the mining and mineral extraction industry. Through strategic partnerships, this plan includes disrupting the People's Republic of China's control of the North American REE supply chain through the near-term development of a heavy and light rare-earth processing facility in the US State of Louisiana, subsequent SMCs in Canada and Alaska and the longer-term development of Ucore's 100% controlled Bokan-Dotson Ridge Rare Heavy REE Project on Prince of Wales Island in Southeast Alaska, USA. Ucore is listed on the TSXV under the trading symbol "UCU" and in the United States on the OTC Markets' OTCQX® Best Market under the ticker symbol "UURAF." Forward-Looking Statements This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release (other than statements of historical facts) that address future business development, technological development and/or acquisition activities (including any related required financings), timelines, events, or developments that the Company is pursuing are forward-looking statements, including without limitation statements with respect to: the timing and completion of the Offering; the intended use of proceeds from the Offering; and the receipt of any regulatory approvals, including the conditional and final approvals of the TSXV. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance or results, and actual results or developments may differ materially from those in forward-looking statements. Regarding the disclosure in the press release above, the Company has assumed, among other things, that it will receive the approvals of the TSXV in regard to the Offering and the issuance of the Units in connection therewith. If the TSXV objects or does not provide its approval for either of the transactions contemplated hereby, then the Company will have to negotiate revised terms with the applicable counterparties, and there is no assurance that the parties will reach an agreement that is acceptable to the Company. Regarding the disclosure that is in the "About Ucore Rare Metals Inc." and "About RapidSX™ Technology" sections above, the Company has assumed that it will be able to procure or retain additional partners and/or suppliers, in addition to Innovation Metals Corp. (" IMC"), as suppliers for Ucore's expected future SMCs. Ucore has also assumed that sufficient external funding will be found to complete the SMC commissioning and Demonstration Plant (Kingston) activities and also later prepare a new National Instrument 43-101 technical report that demonstrates that the Bokan Mountain Rare Earth Element project (" Bokan") is feasible and economically viable for the production of both REE and co-product metals and the then prevailing market prices based upon assumed customer offtake agreements. Ucore has also assumed that sufficient external funding will be secured to continue the development of the specific engineering plans for the SMCs and their construction. Factors that could cause actual results to differ materially from those in forward-looking statements include, without limitation: IMC failing to protect its intellectual property rights in RapidSX™; RapidSX™ failing to demonstrate commercial viability in large commercial-scale applications; Ucore not being able to procure additional key partners or suppliers for the SMCs; Ucore not being able to raise sufficient funds to fund the specific design and construction of the SMCs and/or the continued development of RapidSX™; adverse capital-market conditions; unexpected due diligence findings; the emergence of alternative superior metallurgy and metal-separation technologies; the inability of Ucore and/or IMC to retain its key staff members; a change in the legislation in Louisiana or Alaska and/or in the support expressed by the Alaska Industrial Development and Export Authority (AIDEA) regarding the development of Bokan; the availability and procurement of any required interim and/or long-term financing that may be required; and general economic, market or business conditions. Neither the TSXV nor its Regulation Services Provider (as that term is defined by the TSXV) accept responsibility for the adequacy or accuracy of this release. SOURCE Ucore Rare Metals Inc.
Yahoo
a day ago
- Business
- Yahoo
Ucore Announces Upsize to the Brokered LIFE Offering for Gross Proceeds of up to C$14.0 Million
/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/ HALIFAX, NS, June 9, 2025 /CNW/ - Ucore Rare Metals Inc. (TSXV: UCU) (OTCQX: UURAF) ("Ucore" or the "Company") is pleased to announce that, as a result of strong investor demand, the Company has increased the size of its previously announced "best efforts" private placement (the "Marketed Offering") from aggregate gross proceeds of up to C$10.0 million to aggregate gross proceeds of up to C$14.0 million. The upsized Marketed Offering is comprised of the sale of up to 11,666,667 units of the Company (the "Units") at a price of C$1.20 per Unit (the "Offering Price"). Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at any time on or before the date which is 36 months following the Closing Date (as herein defined) at an exercise price of C$1.75. Red Cloud Securities Inc., as lead agent and sole bookrunner, together with Raymond James Ltd. (collectively, the "Agents"), are acting as agents in connection with the Offering. The Company has granted the Agents an option (the "Agents' Option", and together with the Marketed Offering, the "Offering"), exercisable in whole or in part up to 48 hours prior to the closing of the Offering, to offer and sell up to an additional 1,250,000 Units at the Offering Price for additional gross proceeds of up to C$1.5 million. If the Agents' Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be C$15.5 million. The Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in all the provinces of Canada, except Québec. The Units and the securities underlying the Units will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Agents will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. As previously disclosed, the net proceeds of the Offering are expected to be used for the following: (i) finalization of upstream mixed-rare-earth feedstock agreements and downstream customer offtake agreements for the Company's planned strategic metals complex ("SMC") in Louisiana, USA; (ii) completion of the Company's existing obligations pursuant to its agreements with the U.S. Department of Defense and Natural Resources Canada; (iii) commercial scale column confirmation testing; (iv) progressing engineering drawings and plans, which are currently ongoing, for the Company's planned SMC; and (v) general working capital requirements. There is an amended and restated offering document relating to the Offering that can be accessed under the Company's profile at and on the Company's website at Prospective investors should read this amended offering document before making an investment decision. It is anticipated that the Offering will close on or about June 19, 2025, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange (the "TSXV"). This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, as amended, and applicable state securities laws. About Ucore Rare Metals Inc. Ucore is focused on rare- and critical-metal resources, extraction, beneficiation, and separation technologies with the potential for production, growth, and scalability. Ucore's vision and plan is to become a leading advanced technology company, providing best-in-class metal separation products and services to the mining and mineral extraction industry. Through strategic partnerships, this plan includes disrupting the People's Republic of China's control of the North American REE supply chain through the near-term development of a heavy and light rare-earth processing facility in the US State of Louisiana, subsequent SMCs in Canada and Alaska and the longer-term development of Ucore's 100% controlled Bokan-Dotson Ridge Rare Heavy REE Project on Prince of Wales Island in Southeast Alaska, USA. Ucore is listed on the TSXV under the trading symbol "UCU" and in the United States on the OTC Markets' OTCQX® Best Market under the ticker symbol "UURAF." For further information, please visit Forward-Looking Statements This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release (other than statements of historical facts) that address future business development, technological development and/or acquisition activities (including any related required financings), timelines, events, or developments that the Company is pursuing are forward-looking statements, including without limitation statements with respect to: the timing and completion of the Offering; the intended use of proceeds from the Offering; and the receipt of any regulatory approvals, including the conditional and final approvals of the TSXV. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance or results, and actual results or developments may differ materially from those in forward-looking statements. Regarding the disclosure in the press release above, the Company has assumed, among other things, that it will receive the approvals of the TSXV in regard to the Offering and the issuance of the Units in connection therewith. If the TSXV objects or does not provide its approval for either of the transactions contemplated hereby, then the Company will have to negotiate revised terms with the applicable counterparties, and there is no assurance that the parties will reach an agreement that is acceptable to the Company. Regarding the disclosure that is in the "About Ucore Rare Metals Inc." and "About RapidSX™ Technology" sections above, the Company has assumed that it will be able to procure or retain additional partners and/or suppliers, in addition to Innovation Metals Corp. ("IMC"), as suppliers for Ucore's expected future SMCs. Ucore has also assumed that sufficient external funding will be found to complete the SMC commissioning and Demonstration Plant (Kingston) activities and also later prepare a new National Instrument 43-101 technical report that demonstrates that the Bokan Mountain Rare Earth Element project ("Bokan") is feasible and economically viable for the production of both REE and co-product metals and the then prevailing market prices based upon assumed customer offtake agreements. Ucore has also assumed that sufficient external funding will be secured to continue the development of the specific engineering plans for the SMCs and their construction. Factors that could cause actual results to differ materially from those in forward-looking statements include, without limitation: IMC failing to protect its intellectual property rights in RapidSX™; RapidSX™ failing to demonstrate commercial viability in large commercial-scale applications; Ucore not being able to procure additional key partners or suppliers for the SMCs; Ucore not being able to raise sufficient funds to fund the specific design and construction of the SMCs and/or the continued development of RapidSX™; adverse capital-market conditions; unexpected due diligence findings; the emergence of alternative superior metallurgy and metal-separation technologies; the inability of Ucore and/or IMC to retain its key staff members; a change in the legislation in Louisiana or Alaska and/or in the support expressed by the Alaska Industrial Development and Export Authority (AIDEA) regarding the development of Bokan; the availability and procurement of any required interim and/or long-term financing that may be required; and general economic, market or business conditions. Neither the TSXV nor its Regulation Services Provider (as that term is defined by the TSXV) accept responsibility for the adequacy or accuracy of this release. SOURCE Ucore Rare Metals Inc. View original content:
Yahoo
4 days ago
- Business
- Yahoo
Next Edge Capital Corp. Announces Fund Terminations
TORONTO, June 6, 2025 /CNW/ - Next Edge Capital Corp. ("Next Edge"), in its capacity as the Manager of the Next Edge Biotech and Life Sciences Opportunities Fund and Next Edge Strategic Metals and Commodities Fund (collectively the "Funds"), wishes to announce the business decision that it has made to terminate the Funds. As per the sixty (60) day notice period requirement of the Declaration of Trust of the Funds and as per National Instrument 81-102 – Investment Funds, please note that the Funds will terminate effective August 8, 2025 and the notice period will end August 5, 2025 (the "Notice Period"). As of the date of this notice, the Funds have been taken out of distribution and are closed to new investments. Unitholders of the Funds however, may redeem their units on a daily basis at any time at the prevailing Net Asset Value per Unit. If no action is taken by a Unitholder prior to the end of the Notice Period, all Units of the Funds held by that Unitholder will automatically be redeemed as of August 8, 2025 based upon the then prevailing Net Asset Value per Unit. The current prospectus of the Funds is available on the SEDAR+ (System for Electronic Document Analysis and Retrieval) website at or on the Manager's web-site at About Next Edge Capital Corp.: Next Edge is an investment fund manager and a leader in the structuring and distribution of alternative, private credit and value-added fund products in Canada. The firm is led by an experienced management team that has launched numerous investment solutions in a variety of product structures and has been responsible for raising over $3 billion of alternative assets since 2000.1 Next Edge specializes in and focuses on providing unique, non-correlated pooled investment vehicles to the Canadian marketplace. 1. Please note that over CAD $2 billion of the CAD $3 billion of alternative assets raised relates to assets that were raised at a previous firm(s). Nothing in this announcement should be construed as or is intended to be a solicitation for or an offer to provide investment services. Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. SOURCE Next Edge Capital Corp. View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
4 days ago
- Business
- Cision Canada
Next Edge Capital Corp. Announces Fund Terminations
TORONTO, June 6, 2025 /CNW/ - Next Edge Capital Corp. ("Next Edge"), in its capacity as the Manager of the Next Edge Biotech and Life Sciences Opportunities Fund and Next Edge Strategic Metals and Commodities Fund (collectively the "Funds"), wishes to announce the business decision that it has made to terminate the Funds. As per the sixty (60) day notice period requirement of the Declaration of Trust of the Funds and as per National Instrument 81-102 – Investment Funds, please note that the Funds will terminate effective August 8, 2025 and the notice period will end August 5, 2025 (the " Notice Period"). As of the date of this notice, the Funds have been taken out of distribution and are closed to new investments. Unitholders of the Funds however, may redeem their units on a daily basis at any time at the prevailing Net Asset Value per Unit. If no action is taken by a Unitholder prior to the end of the Notice Period, all Units of the Funds held by that Unitholder will automatically be redeemed as of August 8, 2025 based upon the then prevailing Net Asset Value per Unit. The current prospectus of the Funds is available on the SEDAR+ (System for Electronic Document Analysis and Retrieval) website at or on the Manager's web-site at About Next Edge Capital Corp.: Next Edge is an investment fund manager and a leader in the structuring and distribution of alternative, private credit and value-added fund products in Canada. The firm is led by an experienced management team that has launched numerous investment solutions in a variety of product structures and has been responsible for raising over $3 billion of alternative assets since 2000. 1 Next Edge specializes in and focuses on providing unique, non-correlated pooled investment vehicles to the Canadian marketplace. 1. Please note that over CAD $2 billion of the CAD $3 billion of alternative assets raised relates to assets that were raised at a previous firm(s). Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Yahoo
5 days ago
- Business
- Yahoo
Sanatana Announces Closing of the Acquisition of the Gold Strike Two Project and the Concurrent Oversubscribed Private Placement
Vancouver, British Columbia--(Newsfile Corp. - June 4, 2025) - Sanatana Resources Inc. (TSXV: STA) ("Sanatana" or the "Company") has closed its previously announced acquisition of the Gold Strike Two Project (the "Project"). The acquisition of the Project (the "Transaction") was completed pursuant to a quartz claim purchase agreement dated May 5, 2025 (the "Definitive Agreement") with LIRECA Resources Inc. ("LIRECA").1 Peter Miles, CEO of Sanatana, commented: "We are pleased with the completion of the LIFE offering and the concurrent private placement and the strong interest the private placements received in the market. The acquisition of the Gold Strike Two Project positions Sanatana as one of the few publicly traded companies with a prospective land position in the Rogue Plutonic Complex region which has received significant industry recognition from Snowline Gold Corp.'s recent Valley discovery." John Fiorino, principal of the Florin Group, commented: "The Florin Group is pleased to have closed the Transaction and looks forward to engaging in further discussions with Sanatana's management to explore possible additional mineral property transactions, identifying opportunities where our complementary strengths can drive mutually beneficial transactions." Acquisition of the Project As consideration for the Transaction, Sanatana paid cash consideration of $250,000 on closing. Pursuant to the terms of the Definitive Agreement, a further $250,000 is held in escrow and will be payable to the Florin Group within 90 days of closing (the "Escrowed Funds"). The payment date of the Escrowed Funds is subject to acceleration if Sanatana raises $300,000 or more in equity or debt financing within 90 days post closing. Additionally, Sanatana issued 6,000,000 common shares to LIRECA on closing (the "Consideration Shares"). The Consideration Shares were issued pursuant to a prospectus exemption and are subject to a statutory restricted period ending on October 5, 2025. As a result of the issuance of the Consideration Shares, LIRECA became an insider of the Company pursuant to Canadian securities laws and will file an early warning report (and associated news release) in accordance with the requirements of National Instrument 62-104 - Take-Over Bids and Issuer Bids. For additional information on the Project and on LIRECA and its affiliate, Florin Resources Inc., please refer to Sanatana's news release dated May 5, 2025 (the "May 5th Release"). The Project is subject to a 3% net smelter returns royalty, an annual advance royalty payment, and a bonus payment, all of which is further detailed in the May 5th Release. A copy of the Definitive Agreement will be filed under Sanatana's SEDAR+ profile at Pursuant to the Definitive Agreement, LIRECA has the right, but not the obligation, to nominate one director to the Company's board of directors. No finder's fee was paid in connection with the Transaction. Closing of Concurrent LIFE Offering and Private Placement In connection with the Transaction, Sanatana concurrently closed two non-brokered private placements for cumulative gross proceeds of $1,380,000 from the sale of 13,800,000 units of the Company (each, a "Unit") at a price of $0.10 per Unit. 3,660,000 Units were offered to investors under the listed issuer financing exemption (the "LIFE Exemption") under Part 5A of National Instrument 45-106 - Prospectus Exemptions (the "LIFE Offering") and 10,140,000 Units are offered under the concurrent private placement offering (the "Concurrent Offering", and together with the LIFE Offering, the "Offerings"). An offering document related to the LIFE Offering (the "Offering Document") is accessible under the Company's profile at and on the Company's website at The Offering Document was originally filed on May 15, 2025, and was amended and restated on May 29, 2025. The minimum amount for the Offerings was the full amount of $1,380,000 which included a 15% over-allotment ($180,000), which was exercised in full. Each Unit is comprised of one common share in the capital of the Company (a "Share" and collectively, the "Shares") and one Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Share (a "Warrant Share") at a price of $0.12 per Warrant Share until June 4, 2026 (the "Expiry Date"). The Warrants are non-transferable. The Warrants are subject to an acceleration clause whereby if the closing price of the Shares of the Company on the TSX Venture Exchange (the "TSXV") is equal to or exceeds $0.25 for 10 consecutive trading days (with the 10th such trading date hereafter referred to as the "Eligible Acceleration Date"), the Expiry Date shall accelerate to the date which is 30 calendar days following the date a news release is issued by the Company announcing the reduced Warrant term, provided, no more than five business days following the Eligible Acceleration Date: (i) the news release is issued; and (ii) notices are sent to all Warrant holders. The LIFE Offering was made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the LIFE Exemption. Securities issued from the sale of Units to Canadian resident subscribers under the LIFE Offering are not subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participated in the LIFE Offering are subject to a four-month hold period in respect of their securities pursuant to applicable policies of the TSXV. The Concurrent Offering was completed on the same terms as the LIFE Offering for 10,140,000 Units for gross proceeds of $1,140,000. Securities issued from the sale of Units under the Concurrent Offering are subject to a four month and one day hold period from the date of issue. In connection with the Offerings, Sanatana was permitted to pay a cash commission finder's fee of up to 5% to eligible arm's length parties in accordance with the polices of the TSXV in consideration for their efforts in introducing subscribers to the Company, as set out in the Offering Document. Sanatana is pleased to announce that the Company did not pay any finder's fees in connection with the Offerings. Certain insiders of the Company subscribed for Units under the Offerings. These issuances are considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a), as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization. Insiders of the Company subscribed for 40,000 Units under the LIFE Offering and 1,510,000 Units under the Concurrent Offering. The Company intends to use the net proceeds from the Offerings: (i) to satisfy the cash consideration for the Transaction, (ii) general working capital expenses, and (iii) exploration expenses for the Project. Under the terms of a $200,000 secured promissory note (the "Promissory Note") the Company issued on December 31, 2024, the Company must repay the Promissory Note in full if it raises at least $800,000 in debt or equity financing. Due to the Offerings, the Promissory Note will require repayment or conversion of the note in full. The Promissory Note is held by an affiliate of Florin Group. A full breakdown of the net proceeds from the Offerings can be found in the Offering Memorandum. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. About the Company Sanatana Resources Inc. 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 (TSX-V: STA). About the Florin Group The Florin Group, led by its principal John Fiorino, has been in mineral exploration and project generation in excess of 20 years, with notable discoveries and projects advancements. The Florin Gold Group is a mining project generator with a portfolio of projects across Canada, with a primary focus on projects in Yukon. The Florin Group's mandate is to generate projects that have geological settings, potential historic data, geochemistry, geophysics and importantly an active mining camp ideally within 1-2 km of a discovery or active drilling. The Florin Gold Group's portfolio of projects includes the following mineral properties: Yukon, Tombstone Gold Belt Project Name Description Gold Strike One Project Comprises 107 contiguous quartz claims totalling approximately 2,019 hectares (4,989 acres). The Gold Strike One Project is adjacent to and partially surrounding Snowline Gold Corp's Valley discovery with the closest property boundary located approximately 300 metres from the Valley discovery. Florin Gold Project Covers 8,879.38 hectares (21,941.24 acres). The Florin Gold Project consists of contiguous mineral claims straddling the Mayo and Dawson Mining District boundaries and is located approximately 55 km northwest of the town of Mayo and 130 km east-southeast of Dawson City. FLR Gold Project Consists of 838 mineral claims totalling 16,480 hectares (40,723 acres) and is located approximately 1 km from Sitka Gold Corp. recent resource announcement. RJ Gold Project Consists of 349 Mineral Claims totalling 6,576 hectares (16,250 acres). SANATANA RESOURCES INC. (signed) "Peter Miles" Peter MilesChief Executive Officer For additional information on the Company, please contact Mr. Peter Miles, Chief Executive Officer at (604) 408-6680 or email investor@ To be added to the email distribution list, please email ir@ with "Sanatana" in the subject line. Cautionary Statement Regarding "Forward-Looking" Information This news release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words "anticipate", "plan", "continue", "expect", "estimate", "objective", "may", "will", "project", "should", "predict", "potential" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements concerning the use of proceeds from the Offerings and possible further acquisitions from the Florin Group. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company cannot give any assurance that they will prove correct. Since forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with mineral exploration generally and results from anticipated and proposed exploration programs, conditions in the equity financing markets, and assumptions and risks regarding receipt of regulatory and shareholder approvals. Management has provided the above summary of risks and assumptions related to forward-looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company's future operations. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward-looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise. 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. 1 LIRECA and its affiliate Florin Resources Inc. are referred to in this news release as the "Florin Group". NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES To view the source version of this press release, please visit
