Gold Strike Resources Corp. — Capital/Financing Update 2023

Jan 9, 2023

Form 51–102F3 MATERIAL CHANGE REPORT

Item	1.	Name and Address of Company
		Sanatana Resources Inc. (“Sanatana” or the “Company”)
		1910 – 925 West Georgia Street
		Vancouver, BC V6C 3L2
Item	2.	Date of Material Change
		December 30, 2022.
Item	3.	News Release
		A News Release dated December 30, 2022 was disseminated via Newsfile Corp. and filed
		on SEDAR on December 30, 2022.
Item	4.	Summary of Material Change

On December 30, 2022, the Company announced that, further to its news release of December 21, 2022, it increased its previously announced non-brokered private placement (the “ Private Placement ”) of flow-through units of the Company (the “ FT Units ”) to accommodate investor demand and closed the Private Placement.

The Private Placement was increased to raise aggregate gross proceeds of up to $550,000 through the sale of up to 5,500,000 FT Units at a price of $0.10 per FT Unit. Upon closing of the Private Placement, Sanatana issued an aggregate of 5,500,000 FT Units, at a price of $0.10 per FT Unit, for aggregate gross proceeds of $550,000.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

On December 30, 2022, the Company announced that, further to its news release of December 21, 2022, it increased its previously announced Private Placement of FT Units to accommodate investor demand and closed the Private Placement.

The Private Placement was increased to raise aggregate gross proceeds of up to $550,000 through the sale of up to 5,500,000 FT Units at a price of $0.10 per FT Unit. Upon closing of the Private Placement, Sanatana issued an aggregate of 5,500,000 FT Units, at a price of $0.10 per FT Unit, for aggregate gross proceeds of $550,000.

Each FT Unit consisted of one common share in the capital of the Company, issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (a “ FT Share ”), and one common share purchase warrant (a “ Warrant ”). Each Warrant entitles the holder to purchase one non-flow-through common share in the capital of the Company (a “ Warrant Share ”) at a price of $0.15 per Warrant Share until December 30, 2024.

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The securities issued in connection with the closing of the Private Placement are subject to a statutory four-month hold period, which expires on May 1, 2023.

In connection with the Private Placement, the Company paid aggregate finders’ fees of $41,000 and issued an aggregate of 410,000 compensation warrants (each, a “ Compensation Warrant ”), pursuant to finder’s fee agreements entered between the Company and certain finders. Each Compensation Warrant entitles the holder thereof to purchase one Warrant Share at a price of $0.10 per Warrant Share until December 30, 2024.

The proceeds from the Private Placement will be used for mineral exploration in British Columbia in connection with the Company’s option on the Oweegee Dome.

Ian Smith, an insider of the Company, subscribed for 500,000 Units ($50,000) under the Private Placement (the “ Insider Subscription ”). The Insider Subscription constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“ MI 61-101 ”). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a), respectively, in respect of the Insider Subscription as the Company is not listed on a specified market and the fair market value of the Units issued to the insider in connection with the Private Placement does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.

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.

All references to currency in this news release are to Canadian currency.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7. Omitted Information

None.

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Item 8. Executive Officers

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Peter Miles, Chief Executive Officer Telephone: 604-408-6680 Email: investor@sanatanaresources.com.

Item 9. Date of Report

DATED at Vancouver, BC, this 6[th] day of January, 2023.