Sereno Capital Corporation announces TSX-V conditional approval for the
acquisition of Grey Crown Resources Limited

/NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, May 10 /CNW/ - SERENO CAPITAL CORPORATION (TSXV:SZZ.P) (the "Corporation" or "Sereno") is pleased to announce that the TSX Venture Exchange Inc. (the "Exchange") has conditionally accepted the acquisition of all of the issued and outstanding shares of Grey Crown Resources Limited ("Grey Crown") as the Corporation's qualifying transaction (the "Qualifying Transaction") as described in the Corporation's press release dated February 26, 2010. Final approval of the Exchange is subject to the Corporation fulfilling all of the requirements of the Exchange. In connection with the Qualifying Transaction, the Corporation has filed on SEDAR the filing statement of the Corporation dated May 6, 2010 which contains full disclosure regarding the Qualifying Transaction and the business of Grey Crown (the "Filing Statement").

    
    About Grey Crown
    ----------------
    

Grey Crown is a private company which was incorporated on April 23, 2007 under the Ontario Business Corporations Act (the "OBCA"). The principal business of Grey Crown is the exploration and production of gold in Uganda through its wholly-owned subsidiary, Busitema Mining Cie Ltd. ("Busitema"). Busitema was incorporated in the British Virgin Islands and is a registered company in the Republic of Uganda. Busitema currently holds ten exploration licenses for gold and base metals covering a total area of 1,135.5 sq km and has a beneficial interest in one more exploration license for gold and base metals covering 4.7 sq km pursuant to a contract. Busitema also has a 21-year mining lease for gold consisting of 56.1 hectares within one of the exploration licenses that it holds. All of these mineral rights are located in the southeastern region of the Republic of Uganda. These minerals rights are subject to special conditions, renewal rights, and the provisions of the Mining Act and the applicable Mining Regulations of the Republic of Uganda.

    
    About the Corporation
    ---------------------
    

Sereno is a capital pool company pursuant to the policies of the Exchange. It was incorporated on March 19, 2007 under the OBCA and completed its initial public offering on August 8, 2007. In accordance with the policies of the Exchange, Sereno does not own any assets other than cash and has not conducted any active business operations. Since its incorporation, the principal activities of Sereno have consisted of the financing through its initial public offering, the initial listing of its common shares (the "Sereno Shares") on the Exchange and the identification and evaluation of businesses and assets with a view to completing a qualifying transaction.

The Sereno Shares were listed for trading on the Exchange on August 13, 2007 under the symbol "SZZ.P". The price per Sereno Share on January 12, 2010, the last day the Sereno Shares traded prior to the announcement of the Qualifying Transaction, was $0.35.

    
    The Qualifying Transaction
    --------------------------
    

The Corporation, Grey Crown, Sereno Amalco Inc. and Busitema entered into a Business Combination Agreement dated February 18, 2010 (the "Business Combination Agreement"), pursuant to which Grey Crown agreed to amalgamate with Sereno Amalco Inc. by way of statutory amalgamation under the OBCA to continue as one company ("Amalco"). The Business Combination Agreement provides that:

    
    (a) Grey Crown and Sereno Amalco Inc. will amalgamate on the terms and
        subject to the conditions contained in the Business Combination
        Agreement and the applicable amalgamation agreement.

    (b) Holders of Grey Crown Shares issued and outstanding immediately prior
        to the amalgamation becoming effective will receive one Sereno Share
        for each Grey Crown Share held and each outstanding common share of
        Sereno Amalco Inc. will be exchanged for one common share of Amalco.

    (c) All of the property and assets of Grey Crown and Sereno Amalco Inc.
        will be the property and assets of Amalco and Amalco will be liable
        for all of the liabilities and obligations of Grey Crown and Sereno
        Amalco Inc.

    (d) Amalco will be a wholly-owned subsidiary of Sereno.
    

The Business Combination Agreement contains customary representations, warranties and covenants of the parties, including a covenant by Sereno to take all steps necessary to have the issuance of all the common shares of the resulting issuer accepted by the Exchange and covenants of both parties to cooperate in the preparation of any documents and taking of all actions reasonably deemed by either party to be necessary to discharge their respective obligations in connection with the Business Combination Agreement.

The completion of the Qualifying Transaction contemplated by the Business Combination Agreement is anticipated to occur on or before May 25, 2010 and is subject to certain conditions, including: (a) obtaining all necessary regulatory approvals, including the approval of the Exchange, (b) completion of a private placement; and (c) other conditions customary for a business combination transaction. The approval of the Exchange includes the Exchange being satisfied that after the completion of the Qualifying Transaction, the resulting issuer will satisfy the Exchange's minimum listing requirements for a Tier 2 mining issuer as prescribed by the policies of the Exchange.

    
    Share Capital
    -------------
    

There are 15,508,028 common shares of Grey Crown ("Grey Crown Shares") issued and outstanding at the date hereof. It is estimated that a minimum of 4,250,000 and a maximum of 9,250,000 Grey Crown Shares will be issued pursuant to a private placement financing (the "Private Placement"). In addition, it is estimated that a minimum of 425,000 and a maximum of 659,600 Grey Crown Shares will be issued as commission at the time of closing of the Private Placement. If the business combination is completed, it is expected that 840,400 common shares of the resulting issuer will be issued to an arm's length third party acting as a finder as a finder's fee.

In addition, following completion of the Qualifying Transaction, it is expected that there will be issued and outstanding: (i) the convertible debentures of Grey Crown (the "Grey Crown Convertible Debentures"); and (ii) a minimum of 4,250,000 and a maximum of 9,250,000 Private Placement warrants (the "Private Placement Warrants"). It is estimated that a minimum of 5,750,000 and a maximum of 10,750,000 common shares of the resulting issuer will be reserved for issuance upon conversion of the Grey Crown Convertible Debentures, and upon exercise of warrants in connection with the Grey Crown Convertible Debentures (the "Preliminary Financing Warrants") and the Private Placement Warrants.

    
    Private Placement
    -----------------
    

Closing of the business combination is conditional upon the concurrent or previous closing of the Private Placement. Grey Crown intends to complete the Private Placement of units for gross proceeds of no less than $2,125,000 and up to $4,625,000. Each Private Placement unit consists of one Grey Crown Share and one Private Placement Warrant. Private Placement Warrants entitle the holders to acquire Grey Crown Shares at an exercise price of $0.75 per share for a period of 12 months following the issuance of such warrants and at an exercise price of $1.00 per share for a period of 12 months thereafter. The Private Placement units are to be issued at a subscription price of no less than $0.50 per Private Placement unit.

On closing of the business combination, each Grey Crown Share purchased pursuant to the Private Placement will be exchanged for one common share of the resulting issuer. Upon completion of the Qualifying Transaction, holders of the outstanding Private Placement Warrants will be entitled to receive upon proper exercise one common share of the resulting issuer for each Private Placement Warrant exercised.

    
    Preliminary Financing
    ---------------------
    

On April 6, 2010, Grey Crown completed a preliminary private placement financing (the "Preliminary Financing") consisting of Grey Crown Convertible Debentures in the aggregate principal amount of $375,000, maturing on October 31, 2010, with an interest rate of 8.0% per annum, payable quarterly in arrears on April 30, 2010, July 31, 2010 and on the maturity date. The Grey Crown Convertible Debentures are convertible into Preliminary Financing units, each unit consisting of one Grey Crown Share and one Preliminary Financing Warrant, on the basis of 2 Preliminary Financing units for each $1 principal amount of Grey Crown Convertible Debentures. Preliminary Financing Warrants entitle the holders to acquire Grey Crown Shares at an exercise price of $0.60 per share for a period of 12 months following the issuance of such warrants.

Upon completion of the Qualifying Transaction, holders of the outstanding Grey Crown Convertible Debentures will be entitled to receive common shares of the resulting issuer on conversion of the Grey Crown Convertible Debentures and exercise of the Preliminary Financing Warrants.

    
    Escrowed Securities
    -------------------
    

Upon completion of the Qualifying Transaction, 11,538,411 shares of the resulting issuer will be subject to escrow. Depending upon the size of the Private Placement, the shares of the resulting issuer subject to escrow will constitute between 43.89% and 36.56% of the total issued and outstanding shares.

IBI Corporation, the controlling shareholder of Grey Crown, John Anderson and Paul Sherwen will be principals of the resulting issuer. Accordingly, the shares in the capital of the resulting issuer owned by them will be subject to escrow.

    
    Share Capital Summary
    ---------------------
    

The following is a summary of the common shares, or rights to acquire common shares, that will or may be issued by the resulting issuer as a result of the Qualifying Transaction:

    
    -------------------------------------------------------------------------
                 Transaction                         Number         Number
                                                   of Shares      of Shares
                                                   (Minimum)      (Maximum)
    -------------------------------------------------------------------------
    Acquisition of Grey Crown                      15,508,028     15,508,028
    -------------------------------------------------------------------------
    Finder's Fee related to the acquisition           840,400        840,400
    -------------------------------------------------------------------------
    Finder's Fee related to the financing             425,000        659,600
    -------------------------------------------------------------------------
    Private Placement                               4,250,000      9,250,000
    -------------------------------------------------------------------------
    Private Placement Warrants @ $0.75 and
     $1.00 (Private Placement)                      4,250,000      9,250,000
    -------------------------------------------------------------------------
    Grey Crown Convertible Debentures                 750,000        750,000
    -------------------------------------------------------------------------
    Preliminary Financing Warrants @ $0.60
     (Grey Crown Convertible Debentures)              750,000        750,000
    -------------------------------------------------------------------------
    Stock Option Plan (Rolling 10%)                 2,632,343      3,155,803
    -------------------------------------------------------------------------
    Total:                                         29,405,771     40,163,831
    -------------------------------------------------------------------------
    

Following the completion of the Qualifying Transaction it is estimated that a minimum of 26,323,428 and a maximum of 31,558,028 common shares of the resulting issuer will be outstanding. The former Grey Crown shareholders (not including any escrow share purchases) will hold between approximately 79.87% and 83.21% of the outstanding common shares of the resulting issuer and the former Sereno shareholders will hold between approximately 16.79% and 20.13% of the common shares of the resulting issuer. Accordingly, the Qualifying Transaction will constitute a "reverse take-over" for accounting purposes.

    
    Selected Pro Forma Consolidated Financial Information
    -----------------------------------------------------
    

The following amounts are based on the interim unaudited financial statements of the Corporation for the three months ended January 31, 2010 and the audited financial statements of Grey Crown for the three months ended December 31, 2010 after giving effect to the completion of the Qualifying Transaction.

    
    -------------------------------------------------------------------------
    Current Assets                                                $3,159,288
    -------------------------------------------------------------------------
    Total Assets                                                  $7,947,564
    -------------------------------------------------------------------------
    Current and Total Liabilities                                 $1,182,561
    -------------------------------------------------------------------------
    Total Liabilities                                             $1,432,561
    -------------------------------------------------------------------------

    Available Funds and Principal Uses of Funds
    -------------------------------------------
    

The following table sets out information respecting the resulting issuer's sources of cash and intended uses of such cash upon completion of the Qualifying Transaction. The amounts presented are estimates only.

    
    -------------------------------------------------------------------------
    Sources
    -------------------------------------------------------------------------
    Estimated Sereno funds                                          $775,000
    -------------------------------------------------------------------------
    Estimated Grey Crown funds                                     $2,500,00
                                                                   ---------
    -------------------------------------------------------------------------
    Total Available Funds                                         $3,275,000
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Uses
    -------------------------------------------------------------------------
    Costs related to the Qualifying Transaction                     $375,000
    -------------------------------------------------------------------------
    Costs related to the Private Placement                           $40,000
    -------------------------------------------------------------------------
    Expenditures related to the Properties - Exploration            $585,000
    -------------------------------------------------------------------------
                             - Maintenance of Properties             $50,000
    -------------------------------------------------------------------------
    Administration and Office                                       $420,000
    -------------------------------------------------------------------------
    General Working Capital                                         $100,000
    -------------------------------------------------------------------------
    Repairs to mining and processing equipment                      $200,000
    -------------------------------------------------------------------------
    Repayment of loan from IBI Corporation                          $310,000
                                                                    --------
    -------------------------------------------------------------------------
    Unallocated working capital                                   $1,195,000
                                                                  ----------
    -------------------------------------------------------------------------
    Total Uses                                                    $3,275,000
    -------------------------------------------------------------------------

    Sponsorship
    -----------
    

Mackie Research Capital Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Qualifying Transaction in accordance with Exchange policies. The agreement to sponsor the Qualifying Transaction should not be construed as any assurance by Mackie Research Capital Corporation on the merits of the Qualifying Transaction or the likelihood of its completion.

    
    Arm's Length Transaction
    ------------------------
    

Since the transaction is arm's length, Sereno is not required to obtain shareholder approval. Detailed information regarding the Qualifying Transaction is contained in the Filing Statement available on SEDAR at www.sedar.com, which Sereno encourages its shareholders to review.

    
    Board of Directors and Management
    ---------------------------------

    Immediately following completion of the Qualifying Transaction:

    (a) the board of directors of the resulting issuer is expected to be
        comprised of the following four individuals: John Anderson, Gary A.
        Fitchett, Elly Karuhanga and Paul Sherwen; and

    (b) the audit committee of the resulting issuer is expected to be
        comprised of: John Anderson, Gary Fitchett and Elly Karuhanga.
    

The management team of the resulting issuer is expected to be comprised of the following individuals:

    
        Gary A. Fitchett - Chairman and Chief Executive Officer
        Paul Sherwen - President and Chief Operating Officer
        John Anderson - Vice-President Corporate Development
        John D. Alton - Vice-President Finance and Chief Financial Officer
        Dennis C. Mellersh - Secretary and Investor Relations
        Martin J. Taylor - Vice-President Exploration
    

Profiles of the proposed directors and officers of the resulting issuerare as follows:

Gary A. Fitchett, CA Chairman, Chief Executive Officer, Director and Promoter: Mr. Fitchett is Chairman and CEO of Grey Crown. He has extensive experience with public companies. As the founding president and CEO of Gresham Resources Inc. (now part of Bellatrix Explorations Ltd.), Mr. Fitchett transformed Gresham Resources from an oil and gas exploration operation to an oil producing company with a world-class discovery in the Williston Basin of North Dakota. Subsequently, Mr. Fitchett was the founding President and CEO of NuPro Innovations Inc. He is also President and CEO of IBI Corporation, a junior international mining and investment company operating in Uganda. Mr. Fitchett is a Chartered Accountant.

Paul Sherwen President, Chief Operating Officer, Director and Promoter: Mr. Sherwen is the President and COO of Grey Crown and Managing Director of Busitema. He is also Finance Director of Strategic Logistics Ltd. (formerly BMS Minerals Inc.) a company providing remote site solutions for turnkey camp operations in East Africa. He was recently Chairman of the Uganda Chamber of Mines and also Chairman of the minerals and oil sector committee of the President's Investors' Roundtable, an organization founded by H.E.Yoweri Museveni, President of Uganda, to recommend and help develop strategic initiatives for stimulating investment in Uganda. Mr. Sherwen has a Bachelor of Science degree (with honours) from the University of Manchester, England.

John Anderson Vice-President Corporate Development and Director: Mr. Anderson has extensive experience on the boards of directors and management with public companies in the energy, minerals resource and mining sectors. He has served as a director, chairman, CEO and consultant on corporate and new business developments. As a director experienced in regulatory and financial environments, Mr. Anderson has assisted public companies through reorganizations and raising capital. Mr. Anderson is a graduate of the University of Western Ontario.

Elly Karuhanga Director: Mr. Karuhanga is Grey Crown's legal counsel in Uganda and is senior partner in the Kampala firm of Kampala Associated Advocats. As such, he is involved in certain corporate activities, such as joint ventures, which Grey Crown expects to undertake in Uganda, as well as in anticipated exploration and mining license acquisitions. He also serves as a director of IBI Corporation, and its Ugandan operating subsidiary, Canmin Resources Limited. Mr. Karuhanga's extensive background includes: chairman or director of a number of Ugandan/African public and private companies and organizations; current President of Tullow Oil Uganda; two terms as a Member of Parliament; Senior State Attorney in the Ministry of Justice; and Advocate of the Court of Appeals and Supreme Court of Uganda. Mr. Karuhanga has a Diploma in Business Studies from Uganda College of Commerce and an LL.B. (with honours) from Makerere University, Uganda.

John D. Alton, CA Vice-President Finance and Chief Financial Officer: Mr. Alton has extensive experience in all aspects of corporate finance. His operations background includes successful leadership involvement in major corporate financings, corporate turnarounds, refinancings, mergers and acquisitions, financial feasibility studies, operational audits, corporate valuations, planning of corporate objectives, and the design and implementation of management information systems. He has taught management, financing, and accounting courses at Durham College of Applied Arts and the Diamond Management Institute. Mr. Alton is a Chartered Accountant. Mr. Alton has an Honors Business Administration degree and a Master of Business Administration degree from the University of Western Ontario.

Dennis C. Mellersh Secretary and Investor Relations: Mr. Mellersh is a graduate of the University of Toronto and has detailed experience in communications and corporate relations with numerous public and private companies, as well as government. His background includes a 25-year career with Maclean-Hunter in which he held a variety of management positions, including executive assistant to the chairman and president. Prior to joining IBI Corporation in 2004, Mr. Mellersh was an independent communications consultant and president of a Toronto-based lean-manufacturing consulting consortium. Mr. Mellersh has a Bachelor of Arts degree from the University of Toronto.

Martin J. Taylor, P. Geo Vice-President Exploration: Mr. Taylor is an Economic Geologist with over 30 years' experience in North America, the Middle East, Africa and the Philippines, primarily with gold and base metals, including volcanogenic massive sulfide ore (or VMS) deposits. His principal expertise is in the management of exploration programs, property evaluations, resource estimates and geological interpretations, with a strong focus on economic potential. He has extensive experience with editing and compiling major reports, including NI 43-101 compliant reports. Mr. Taylor has also carried out due diligence exercises and participated in feasibility studies worldwide. His experience in Africa includes rainforest and Sahel environments as well as Uganda, Burundi, Rwanda and the Lake Victoria Greenstone Belts of Tanzania. Mr. Taylor has a Bachelor of Science degree from the University of Bristol, England and is a member of the Association of Professional Geoscientists of Ontario.

    
    Conditions
    ----------
    

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Qualifying Transaction will be closed as completed or at all.

Exchange approval requires, among other things, satisfaction by the resulting issuer of the minimum listing requirements, including adequate financial resources and working capital, sponsorship, background review of the proposed directors, officers and insiders and share distribution. The Corporation believes that the minimum listing requirements will be satisfied or waived.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying 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.

All information contained in this news release with respect to the Corporation and Grey Crown was supplied by the Corporation and Grey Crown, respectively, for inclusion herein, and with respect to such information, the Corporation and its board of directors and officers have relied on Grey Crown.

All of the Corporation's public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.

The Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

%SEDAR: 00025370E

SOURCE SERENO CAPITAL CORPORATION

For further information: For further information: Andrew Patient, President, Chief Executive Officer, Chief Financial Officer and Secretary, Sereno Capital Corporation, E-mail: apatient@envoy.to, Tel: (416) 593-3725

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SERENO CAPITAL CORPORATION

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