NI 62-103 - Report Regarding Acquisition of Common Shares of Satori Resources Inc.

Toronto, Ontario--(Newsfile Corp. - April 26, 2023) - Robert McEwen ("McEwen") announces that on April 24, 2023, he acquired 60,000,000 common shares of Satori Resources Inc. ("Satori") pursuant to a share exchange agreement - all as is more particularly described in Satori's news releases dated April 25, 2023, March 31, 2023, and February 6, 2023.

On February 6, 2023, Satori announced a proposed transaction with McEwen and Apollo Exploration Inc. ("Apollo"), McEwen's wholly owned private company, pursuant to which it was contemplated that Satori would acquire all of the outstanding shares of Apollo held by McEwen in consideration for the issuance of 60,000,000 common shares of Satori. On March 30, 2023, the shareholders of Satori approved the creation of McEwen as a control person, as that term is described by the policies of the TSX Venture Exchange. On April 24, 2023, Satori issued 60,000,000 common shares to McEwen in consideration for the acquisition of all outstanding shares of Apollo, resulting in McEwen becoming the largest shareholder of Satori.

Immediately before the transaction that triggered the requirement to file an early warning report under applicable securities legislation, McEwen did not hold any common shares, or securities convertible into shares, of the Issuer.

Immediately after the transaction that triggered the requirement to file an early warning report under applicable securities legislation, McEwen owns 60,000,000 common shares of the Issuer and no securities convertible into common shares, representing 37.6% of the Issuer's 159,465,818 issued and outstanding common shares on a post-conversion beneficial ownership basis.

The securities acquired were issued from the Issuer's treasury at a deemed per share price of $0.05 for total deemed consideration of $3,000,000. McEwen acquired the shares for investment purposes. McEwen will evaluate his investment in Satori and will increase or decrease his investment from time to time by future acquisitions or dispositions of securities of Satori at his discretion, as circumstances warrant and according to market conditions and other relevant factors in the future. McEwen has no immediate future intention to acquire further securities of Satori, however, provided that he holds not less than a 20% interest in Satori, McEwen has a right to participate in future financings in order to maintain his pro rata interest and nominate two directors to the board of Satori, in addition to a right of first refusal as it relates to any offered interests in a royalty or metals streaming financing contemplated by Satori.

A report in this regard will be filed electronically with the securities regulatory authority in each jurisdiction where the Issuer is reporting and will be available for viewing through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under the Issuer's issuer profile. To obtain a copy of the report, contact Emily Sloan emily@capexgroupinc.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/163862