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Lone Clone

05/15/24 2:43 PM

#12792 RE: Lone Clone #12791

Savanna Provides Update on Qualifying Transaction

https://ca.finance.yahoo.com/news/savanna-provides-qualifying-transaction-213000865.html

Savanna Capital Corp.
Thu, May 9, 2024 at 2:30 p.m. PDT·4 min read

SAC-P.V
0.00%

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

TORONTO, May 09, 2024 (GLOBE NEWSWIRE) -- SAVANNA CAPITAL CORP. (“Savanna” or the “Company”) (TSX-V: SAC.P), a capital pool company as defined under Policy 2.4 – Capital Pool Companies (the “CPC Policy”) of the TSX Venture Exchange (the “Exchange”), provides an update to its press release dated March 4, 2022 and November 9, 2022 (the “Press Releases”) whereby Savanna announced that it had entered into a definitive agreement dated March 1, 2022 (the “Definitive Agreement”) with 1000090242 Ontario Inc., a privately held corporation existing under the laws of the Province of Ontario (“San Luis ON”), relating to the proposed business combination (the “Proposed Transaction”) with Exploranciones de SL Cordero, S.A. de C.V. (“San Luis MX”), a Mexican wholly-owned subsidiary of San Luis ON (San Luis MX and San Luis ON are collectively referred to hereinafter as “San Luis”).

Savanna and San Luis have entered into an amendment to the Definitive Agreement to extend the closing date of the Proposed Transaction to November 30, 2024. The closing of the Proposed Transaction is subject to, among other items, San Luis ON completing a non-brokered private placement of units for minimum gross proceeds of $1,500,000 (as further described in the Press Releases).

Savanna is currently halted from trading pending final Exchange approval of the Proposed Transaction

About Savanna

Savanna is a capital pool company listed on the Exchange.

About San Luis

San Luis ON is a private Ontario corporation that holds a 100% interest in San Luis MX. San Luis MX holds the mineral claims covering approximately 1,216.99 ha in the Municipality of San Luis del Cordero in the State of Durango, Mexico (the “San Luis Property”). Further details on the historical activities of San Luis and the San Luis Property will be provided in the Filing Statement for the Resulting Issuer and the National Instrument 43-101: Standards of Disclosure of Mineral Projects with respect to the San Luis Property.

Further Information

For further information regarding the Proposed Transaction, please contact:

Savanna Capital Corp.
Kenny Choi
Tel: (416) 861-2262
E-mail: Kenny.choi@fmresources.ca

San Luis
Aaron Atin
Tel: (416) 861-5888
Email: aaron.atin@fmresources.ca

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information release or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Proposed Transaction; the proposed officers and directors of the Resulting Issuer; the Concurrent Financing; and the business and operations of the Resulting Issuer after the Proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Savanna and San Luis assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

The securities to be offered in the Concurrent Financing have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.