SAC.P Savanna Capital Corp

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 (the “March Press Release”) 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”) with 30,000,000 common shares in the capital of the Resulting Issuer to be issued to the shareholders of San Luis ON as consideration. If completed, the Proposed Transaction would constitute Savanna’s “Qualifying Transaction” (as the term is defined in the CPC Policy) and the Resulting Issuer will become involved in the mining industry. All capitalized terms used, but not defined herein, shall have the same meaning as ascribed to them in the March Press Release.

Corporate Updates

Annual and Special Meeting

On April 6, 2022, the Company held its annual general and special meeting of its shareholders (the “AGM”). At the AGM, the nominees listed in the management information circular dated March 2, 2022 (the “Circular”), which was mailed to Savanna shareholders of record as of February 25, 2022, were elected to the board of directors of the Company (the “Board”) to hold office until the earlier of: (i) the close of the next annual meeting of shareholders of the Company; (ii) the completion of the Proposed Transaction; or (iii) their successors are elected or appointed, all as the case may be, unless his or her office is earlier vacated in accordance with the by-laws of the Company or the provisions of the Business Corporations Act (British Columbia).

Nominee	Percentage of Votes For	Percentage of Votes Withheld
Fred Leigh	100%	0%
Alexandros Tzilios	100%	0%
Brent Lokash	100%	0%
Deborah Battiston	100%	0%

A total of 2,114,500 common shares were voted at the AGM, representing approximately 45.82% of the issued and outstanding common shares of the Company.

In addition, Savanna shareholders received the audited consolidated financial statements of the Company for the year ended December 31, 2021 and approved all of the other resolutions detailed in the Circular and put forward at the AGM, namely:

• Electing Russell Starr, Vincent Chen, Craig Marchuk, and Dmitri Kralik as directors of the Resulting Issuer following completion of the Proposed Transaction, to hold office from the close of the Proposed Transaction until the close of the next annual meeting of shareholders of the Company or until their successors are elected or appointed;
• Re-appointing McGovern Hurley LLP as auditor of the Company for the ensuing year and authorizing the directors to fix the auditor’s remuneration;
• Re-approving the Company’s stock option plan for the ensuing year, reserving for grant options to acquire up to a maximum of 10% of the issued and outstanding Savanna common shares calculated at the time of each stock option grant;
• Approving the change of the name of the Company to “Plata Corp.”, or such other name as the Board, in its sole discretion and subject to applicable regulatory approval, determines to be appropriate (the “Name Change”);
• Approving the continuance of the Company into the Province of Ontario under the Business Corporations Act (Ontario) (the “Continuance”);
• Conditional upon completion of the Continuance, fixing the number of directors of the Company at four; and
• Confirming and approving the repeal of any old by-laws of the Company and confirming the new general by-laws of the Company to take effect on completion of the Continuance, attached as Schedule “C” to the Circular.

Updates on Proposed Transaction

Filing Statement

The Company has received its first comment letter from the Exchange in connection with the Proposed Transaction and management is working diligently to prepare responses to the Exchange’s queries.

Additional Information

The shareholders of San Luis ON unanimously approved the Proposed Transaction by way of written resolution effective March 3, 2022.

Savanna and San Luis ON entered into an amendment to the Definitive Agreement dated November 8, 2022 to, among other items, extend the date by which completion of the Proposed Transaction must occur from May 31, 2022 to May 31, 2023.

Further, Vincent Chen, Craig Marchuk and Russell Starr have been replaced by William C. Steers, Fred Leigh, and Deborah Battiston as three of the four proposed directors of the Resulting Issuer. In addition to serving as an independent director of the Resulting Issuer, Mr. Steers has also agreed to serve on its audit committee.

Mr. Steers has over 40 years of international business development and management experience. While resident in Rio de Janeiro, he was a director and senior manager of Docas Investimentos, a Brazilian controlled investment group involved in real estate, ship building, telecoms and more recently, oil and gas. He is a partner at IMC Consultoria Representacao Com. Int. Ltda. Mr. Steers was an independent director of Brazilian oil and gas producer Petro Rio and is currently an independent director of various Toronto-based companies including Lara Exploration Ltd. Mr. Steers holds an Honours BA from the Richard Ivey School of Business at Western University.

Mr. Leigh has almost 40 years of experience working with early-stage companies and has had a significant role as founder, director and/or investor in many public companies. He is also the founder and President of VC7K Capital Inc., a privately held company which, for over 30 years has invested in early-stage opportunities in the resource sector. VC7K Capital Inc. was an early investor in successful companies, such as Wheaton River Minerals, Hathor Exploration, and Blue Pearl Mining.

Ms. Battiston is a CPA-CGA, ICD.D and holds a BA in Economics from the University of Guelph. She has an extensive background with over 30 years of financial management experience which includes public companies, mergers and acquisitions, tax, and financing. Ms. Battiston also has broad experience with fast paced growth companies and infrastructure creation having managed financial teams for many successful, international and domestic companies in the mining, technology and other sectors.

Completion of the Proposed Transaction continues to remain subject to a number of conditions, including, but not limited to, San Luis ON completing a non-brokered private placement of units for minimum gross proceeds of $1,500,000 (the “Concurrent Financing”), as discussed in greater detail in the March Press Release; Savanna completing the Name Change; and the Exchange approving the Concurrent Financing and Proposed Transaction.   Cash commissions equal to up to 7% of the gross proceeds raised under the Concurrent Financing and broker warrants (“Broker Warrants”) in an amount equal to up to 7% of the number of units sold pursuant to the Concurrent Financing will also be issued. Each Broker Warrant will entitle the holder thereof to purchase one common share of the Resulting Issuer at a price of $0.25 for a period of 24 months following the closing date of the Concurrent Financing.

Historical Information About the San Luis Property

During the year 2000, Apex Silver Mines Ltd. completed diamond drill holes under the Santa Rosa mine, which is located on the San Luis Property, and commissioned detailed mapping of the central and western portion of the district. During 2007, Minera Hochschild Mexico, SA de CV (“HC”) drilled six diamond drill holes at the Santa Rosa mine area (2 holes), three holes at the India Bonita target zone and one hole at the NE Vein structure. Altiplano conducted underground sampling of the Santa Rosa workings above the water table at about 40m shaft depth. Altiplano’s sampling showed the Santa Rosa vein to be a generally narrow vein with swells to 2.0m containing strong to high-grade values in silver, copper and zinc plus elevated but commercially non-significant values in Pb and Mo.

In August 2008, Prospero Silver through his subsidiary Minera Fumarola completed detailed surface geologic mapping and sampling and an IP geophysical survey. In 2010 and 2011, Prospero completed two diamond drill hole programs. The drilling program delineated a high-grade silver ore shoot with modest width in Santa Rosa Vein and in following up of HC’s skarn intercept in drill hole HCSL-1 outlined a polymetallic (Ag-Cu-Zn) mineralised skarn deposit in Santa Rosa East skarn structure. Hole PSLC-11-17 intersected a polymetallic mineralised structure in the Canal Target Zone.

In 2013, Silver Standard reviewed the previous information, carried out rock sampling in the jasperoid zone, completed a ground IP geophysical survey and executed a 15-diamond drill hole program. Three drill holes intersected the Santa Rosa Vein, all three intersected high grade silver values. Drillhole SSLC-13-20 intersected a strong 70m wide unmineralised blind skarn body located in the hanging wall of the Santa Rosa Vein. Five drill holes drilled along the eastern extension of Santa Rosa East skarn extended the mineralised skarn an additional 250m in that direction. Five holes drilled to intersect IP anomalies in the west zone of the property below the jasperoid zone and along the India Bonita trend at the NE sector of the property, failed to find significant mineralisation. Two drill holes located to the east of the Santa Rosa E skarn trend intersected a zone of quartz porphyry dikes with an associated low temperature style mineralisation in quartz veins, which represent possible peripheral 17 mineralisation of the La Puerta skarn target.

In 2016, Minera Williams, SA de CV completed 20 diamond drill holes with a total of 4,610.4m, exclusively at depth and along the western extension of the Santa Rosa vein.

Management Changes

The Company also announces that it has appointed Ryan Ptolemy as its chief financial officer. Mr. Ptolemy is a CPA, CGA and CFA charter holder who also attained a Bachelor of Arts from Western University. Mr. Ptolemy serves as chief financial officer to many public and private companies in the resource sector, particularly development-stage companies. Mr. Ptolemy formerly served as chief financial officer for an independent investment dealer in Toronto where he was responsible for financial reporting, budgeting and the company’s internal controls.

The appointment of Mr. Ptolemy follows Ms. Deborah Battiston’s retirement from her role as the chief financial officer of the Company. Management of the Company express their gratitude to Ms. Battiston for her efforts and extensive contributions. Ms. Battiston continues to serve as a member of the Board and has agreed to serve as a director of the Resulting Issuer following completion of the Proposed Transaction, as noted above.

Qualified Persons

The scientific and technical information contained in this press release has been reviewed, prepared and approved by Dr. Andreas Rompel, PhD, Pr. Sci. Nat. (400274/04), FSAIMM, who is a “Qualified Person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

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. As of September 30, 2022, San Luis had total assets of approximately C$16,000, total liabilities of approximately C$460,000, and a net loss for the three months ended September 30, 2022 of approximately C$89,000, all as calculated on an unaudited basis.

Further Information

For further information regarding the Proposed Transaction, please contact:

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

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

All information contained in this news release with respect to Savanna and San Luis was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

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.