Sereno Capital Corporation announces signing of definitive agreement


TORONTO, Feb. 26 /CNW/ - SERENO CAPITAL CORPORATION (TSXV: SZZ.P) ("Sereno" or the "Corporation"), a capital pool company, announced today that it has signed a definitive agreement (the "Agreement") with Grey Crown Resources Limited ("Grey Crown") for the completion of a business combination which, if completed, will be the Corporation's qualifying transaction (the "Transaction") pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

The Agreement sets out terms with respect to the Transaction whereby Sereno will acquire Grey Crown, as a wholly owned subsidiary, through a statutory amalgamation with a wholly-owned subsidiary of Sereno. Shareholders of Grey Crown will receive one common share of Sereno in exchange for each common share of Grey Crown. A copy of the Agreement has been filed on SEDAR at under the Corporation's profile.

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

Basis of Transaction:


Subject to customary conditions to closing, including approval by the Exchange, completion of the Grey Crown Equity Financing (as described below) and Grey Crown shareholder approval of the amalgamation, the terms of the Transaction can be summarized 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 Transaction.

    (b) Grey Crown Securities: It is anticipated that there will be
        20,008,028 common shares of Grey Crown issued and outstanding
        immediately prior to completion of the Transaction. 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 Transaction other than pursuant to the
        Grey Crown Equity Financing, as defined herein.

    (c) Board of Directors and Management: In conjunction with the completion
        of the Transaction, the existing board of directors of Sereno will
        all resign. Going forward, the board of directors of Sereno will be
        comprised of four directors, all of whom will be nominees of Grey
        Crown. Following closing of the Transaction, a shareholder meeting
        will be held and the size of the board of directors increased.

        Following closing of the Transaction, the existing management of
        Grey Crown will continue as the management of the new entity.

    (d) Grey Crown Equity Financing: As a condition to closing of the
        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 Financing").

    (e) Technical Report. Grey Crown has submitted to the Exchange an updated
        technical report dated December 15, 2009, prepared by its Qualified
        Person under the provisions of National Instrument 43-101, which is
        subject to approval by the Exchange which has not yet been obtained.

    (f) Exchange Approval.
        Sereno was originally granted an extension of its deadline to
        complete a Qualifying Transaction from August 13, 2009 to
        February 15, 2010 in accordance with the Exchange bulletins released
        November 3, 2008 and March 6, 2009 describing temporary relief
        measures for current market conditions. Sereno has received notice
        from the Exchange that since Sereno has not completed a Qualifying
        Transaction in accordance with Policy 2.4 of the Exchange on or
        before February 15, 2010, its shares have been suspended from
        trading. Sereno has until May 15, 2010 to complete its Qualifying
        Transaction through the Exchange before it is moved to the separate
        NEX board of the Exchange.

        On February 23, 2010, Sereno and Grey Crown submitted an application
        and draft filing statement, in addition to other documentation
        previously submitted, to pursue the Qualifying Transaction.

        The TSX Venture Exchange Inc. has in no way passed upon the merits of
        the Transaction.

    (g) Grey Crown Shareholders' Meeting.
        Grey Crown expects to hold a shareholders' meeting in Toronto, Canada
        on or about March 8, 2010 to, among other things, approve the
        amalgamation of Grey Crown with a wholly-owned subsidiary of Sereno.

Completion Date:


Grey Crown and Sereno have agreed to use commercially reasonable efforts to complete the Transaction by April 15, 2010 (the "Deadline Date"). In the event that the Transaction has not been completed by the Deadline Date, the parties have agreed, subject to Exchange approval, to extend the Deadline Date.

About Grey Crown Resources Limited


Grey Crown is a private integrated gold exploration company focused on Uganda, and owner of the Tiira Gold Mine. Founded in 2007, Grey Crown has accumulated a gold lands portfolio of 11 properties in the southeastern Uganda Greenstone Belt. Grey Crown is currently in the process of exploring 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 Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and the closing of the Grey Crown Equity Financing. 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 filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in 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 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

%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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