Sereno Capital Corporation announces proposed qualifying transaction


TORONTO, Jan. 18 /CNW/ - SERENO CAPITAL CORPORATION (TSXV: SZZ.P) ("Sereno" or the "Corporation"), a capital pool company, announced today that it has entered into a letter of intent (the "LOI") concerning the proposed transaction (the "Proposed Transaction") between the Corporation and Grey Crown Resources Limited ("Grey Crown") which, if completed, will be the Corporation's qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

The LOI sets out the contemplated terms of the Proposed Transaction and outlines the basis whereby the resulting issuer will issue common shares to the holders of Grey Crown and thereby acquire Grey Crown, either as a wholly-owned subsidiary or as part of an amalgamation, merger or similar corporate transaction. Shareholders of Grey Crown will receive one common share of Sereno in exchange for each common share of Grey Crown.

Following is an outline of the key elements of the Proposed Transaction.

    Basis of Proposed Transaction:

Subject to completion of satisfactory due diligence, and subject to compliance with any statute, rule or regulation of any jurisdiction or regulatory authority applicable to any of the parties, and further that each of the parties are satisfied that the Proposed Transaction will be approved by the Exchange as Sereno's Qualifying Transaction on terms and conditions satisfactory to the parties, it is planned that the Proposed Transaction would proceed as follows:

    (a) Sereno Securities: There are currently issued and outstanding
        5,300,000 common shares of Sereno. None of the terms of any
        outstanding securities of Sereno shall be amended, and no further
        securities will be issued or granted by Sereno, prior to the
        completion of the Proposed Transaction.

    (b) Grey Crown Securities: There are currently issued and outstanding
        16,408,028 common shares of Grey Crown. None of the terms of any
        outstanding securities of Grey Crown shall be amended, and no further
        securities will be issued or granted by Grey Crown, prior to the
        completion of the Proposed Transaction other than pursuant to the
        Grey Crown Equity Financing (as described below), which is a
        condition of the Proposed Transaction.

    (c) Board of Directors and Management: In conjunction with the completion
        of the Proposed Transaction, the existing board of directors of
        Sereno will all resign. Going forward, the board of directors of
        Sereno will be comprised of five directors, all of whom will be
        nominees of Grey Crown.

        It is intended that the existing management of Grey Crown will
        continue as the management of the new entity.

    (d) Proposed Transaction and Grey Crown Equity Financing: As a condition
        of the Proposed Transaction, Grey Crown will complete a private
        placement of securities for gross proceeds no less than $2,500,000 in
        form and at a price determined by the market (the "Grey Crown Equity

    (e) Updated Technical Report. As a condition of the Proposed Transaction,
        Grey Crown shall submit to Sereno an updated technical report,
        prepared by a Qualified Person under the provisions of National
        Instrument 43-101 which is acceptable to the Exchange.

    (f) Pre-filing meeting. As a condition of the Proposed Transaction, Grey
        Crown and Sereno shall hold a pre-filing meeting with the Exchange to
        solicit and address any concerns the Exchange may have concerning the
        Proposed Transaction, including the timing of closing of the Proposed

    Due Diligence:

Each of Grey Crown and Sereno and their respective accountants, legal counsel, technical and financial advisors and other representatives thereof shall be entitled to perform a due diligence review and examination of the other of them and the business and affairs thereof up to the execution of the Definitive Agreement (as hereinafter defined).

Until the completion of the Proposed Transaction, each of Grey Crown and Sereno shall notify the other of them of any significant development or material change relating thereto promptly after becoming aware of any such development or change.

    Definitive Agreement:

Following completion of due diligence satisfactory to each of them, Grey Crown and Sereno agree to negotiate in good faith and use commercially reasonable efforts to enter into a definitive agreement providing for the Proposed Transaction and consistent with the terms of the LOI (the "Definitive Agreement") on or before January 29, 2010, or such other date mutually agreed to in writing by Grey Crown and Sereno.

    Completion Date:

Subject to approval by the Exchange, Grey Crown and Sereno shall use their commercially reasonable efforts to complete the Proposed Transaction by April 15, 2010 (with the date by which the Proposed Transaction is to be completed being the "Deadline Date"). For greater certainty, in the event that the Proposed Transaction has not been completed by the Deadline Date, each of Grey Crown and Sereno agree to extend the Deadline Date, subject to Exchange approval if required. Further details of the Proposed Transaction will be announced as available.

Trading in the common shares of Sereno will remain halted pending the release of more fulsome disclosure regarding the Proposed Transaction and the satisfaction of the filing requirements of the Exchange.

    About Grey Crown

Grey Crown is a private gold exploration and mining company engaged in the exploration and production of gold in Uganda. Founded in 2007, Grey Crown has accumulated an extensive gold lands portfolio of 11 properties comprising 1,242 square kilometers in the gold-prospective southeastern Uganda Greenstone Belt. Grey Crown is currently in the process of exploring and developing these gold properties.

    About the Corporation

The Corporation is a "capital pool company" in accordance with Exchange policies, and at present, the Corporation does not own any assets other than cash. To date, the Corporation has not conducted any active business operations.

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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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 press release.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in filings by the Corporation with the Canadian securities regulators, which filings are available at

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 release.

%SEDAR: 00025370E


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

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