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Saturday, 10/21/2017 3:32:24 PM

Saturday, October 21, 2017 3:32:24 PM

Post# of 112476
Not to beat a dead horse here, but for those on the board that are new, or just coming upon SANP, and would like some details of the Merger agreement, I am going to highlight some of the details from the LOI that was released by Santo on the 29th of September:

Full LOI here:
https://www.otcmarkets.com/financialReportViewer?symbol=SANP&id=180146

To begin, if we read through the LOI, it was actually first drafted on the 21st of September

11. Confidentiality

This Letter is confidential to the Parties and their representatives and is subject to the confidentiality agreement entered into between Buyer and the Company on September 21, 2017 which continues in full force and effect.



The Bid had an expiration date on 23:59 (11:59 pm) EST, on September 26th, 2017

9. BID EXPIRATION.
This offer will remain in effect until 23:59 EST, on September 26th, 2017, unless accepted or rejected by the Company, or withdrawn by Buyer prior to that time.



Next, the letter was printed and signed on the 25th of September. Look at the top and bottom pages of the LOI

This LOI (bid) was released publicly on the 29th of September, 3 days after the LOI expired unless agreed or rejected by the parties (Canoe and Santo)

Because it was released on the 29th, well after the expiration date of the initial bid, it is obvious to me that the Merger BID was accepted and both companies have entered negotiations.

Next, there is the Exclusivity clause which states neither company will entertain offers from other companies until this deal is dismissed.

7. EXCLUSIVITY.

(a) . In consideration of the expenses that Buyer has incurred and will incur in connection with the proposed Transaction, the Company agrees that until such time as this letter has been terminated in accordance with the provisions of paragraph 8 (such period, the "Exclusivity Period"), neither the Company nor any of its representatives, officers, employees, directors, agents, stockholders, subsidiaries or affiliates (collectively, the "Company Group") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons other than Buyer and its affiliates (an "Acquisition Proposal") to acquire all or any significant part of the business and properties, capital stock, or capital stock equivalents of the Company, whether by merger, purchase of stock, purchase of assets, tender offer or otherwise, or provide any non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Transaction with Buyer.



Now moving forward / where we are currently

Santo has appointed a new Chief Technology Officer. This was most likely a requirement set by Canoe during this negotiation period. Santo is serious about this deal, they had to appoint someone like Rolf Bansbach otherwise they would be immediately violating the bid and forfeit the negotiation.

http://www.nasdaq.com/press-release/santo-mining-appoints-new-chief-technology-officer-20171016-00841

We also know that Mr. Yglesias, CEO of Santo Mining, is back in China, most likely he is there working out the merger, as I'm sure he does not want to f*ck this one up.

I would also like to point out, as someone stated earlier on this board, the CEO of Santo has been making friends in Asia for years.The relationship between Franjose Yglesias and Li Ang is real.

The next question to ask yourself is "Why does Canoe want to move out of China". China is a communist country. The only great thing about the Chinese government is that they accepted a long time ago that if they wanted to compete in the world economically they needed to embrace capitalism. Capitalism in China is what has allowed crypto-currency the thrive.

Many people don't know this, but the Chinese government has a long history of banning products, even herbs and medicine such as echinacea, to gain control of, and personally benefit from, the monetary value of the product. Well, it's not echinacea this time, it's bitcoins. And the government has yet to acquire this 21st-century capital gain. Li Ang knows this, he is an extremely successful individual. So what better way to avoid this developing problem than to go not only where capitalism thrives, but is KING: the United States of America. And what better way to do it than with his friend, Franjose Yglesias.



"A tree as big around as you can reach starts with a small seed; a thousand-mile journey starts with one step." Lao-tse

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