1319732 B.c. Ltd. and Sendero Resources Corp. Announce Signing of Amalgamation Agreement and Closing of Oversubscribed Financings
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1319732 B.C. LTD. AND SENDERO RESOURCES CORP. ANNOUNCE SIGNING OF AMALGAMATION
AGREEMENT AND CLOSING OF OVERSUBSCRIBED FINANCINGS
Vancouver, British Columbia — (Newsfile Corp. – April 27, 2023) – 1319732 B.C. Ltd. (the “Company”) and
Sendero Resources Corp. (“Sendero”) are pleased to announce the signing of an amalgamation agreement
dated April 27, 2023 (the “Definitive Agreement”).
The Company and Sendero are entering into the Definitive Agreement in furtherance of their
commitments under their previously announced binding letter agreement dated March 2, 2023. Pursuant
to the Definitive Agreement, the Company and Sendero have agreed to complete a three -cornered
amalgamation (the “Transaction”) pursuant to which the Company intends to acquire all of the issued and
outstanding common shares of Sendero (“ Sendero Shares”) in exchange for the issuance of common
shares of the Company (“Company Shares”).
Following the completion of the Transaction, the Company (the " Resulting Issuer") will hold al l of the
assets of and continue the business of Sendero under the name "Sendero Resources Corp." (the "Name
Change"). In connection with the Transaction, the Resulting Issuer will seek to list its common shares for
trading on the TSX Venture Exchange (the “Exchange”).
The Company is also pleased to announce that Sendero has closed the previously announced brokered
private placement (the “ Subscription Receipt Offering ”) of subscription receipts (“ Subscription
Receipts”) and closed a tranche of the previously announced non-brokered private placement (the “Non-
Brokered Offering”, and together with the Subscription Receipt Offering, the “Offerings”) of units (“Non-
Brokered Units”) for aggregate gross proceeds of $5,212,450. The Offerings were previously announced
in the Company’s news release dated March 3, 2023 (the “ Initial News Release”). The Company issued
11,014,500 Subscription Receipts under the Subscription Receipt Offering at a price of $0.20 per
Subscription Receipt, for gross proceeds to Sendero of approximately $2,202,900, pursuant to an agency
agreement dated the date hereof among Echelon Wealth Partners Inc. (“ Echelon”), who acted as lead
agent, M Partners Inc. and PI Financial Corp. (collectively, the “Agents”), the Company and Sendero. Each
Subscription Receipt will be automatically exchanged, for no additional consideration, into one unit (a
“Unit”) of Sendero upon the satisfaction of certain escrow release conditions, including the satisfaction
of all condi tions precedent to the consummation of the Transaction. Each Unit is comprised of one
Sendero common share and one -half of one Sendero common share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional common share at
an exercise price of $0.30 at any time prior to the second anniversary of the date of issuance. The
Company issued 15,047,750 Non-Brokered Units under the Non-Brokered Offering at a price of $0.20 per
Non-Brokered Unit, for a gross proceeds to Sendero of approximately $3,009,550. Each Non-Brokered
Unit is comprised of one Sendero common share and one -half of one common share purchase warrant
with the same terms as the Warrants underlying the Subscription Receipts. The Company and Sen dero
had previously announced the intent to raise up to $4,000,000 in gross proceeds in the Offerings, but
increased the aggregate size of the Offerings due to investor demand. Sendero may issued additional
Non-Brokered Units in subsequent closings under the Non-Brokered Offering.
Following the completion of the Transaction, including the completion of by the Company of a share split
and certain other reorganization transactions described in more detail in the Company’s news release
dated April 26, 2023 , i t is anticipated that an aggregate of approximately 59,395,583 Resulting Issuer
Shares will be issued and outstanding, and: (a) current Sendero common shareholders will hold
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27,333,333 Resulting Issuer Shares, representing approximately 46% of the outstanding Resulting Issuer
Shares; (b) subscribers of Subscription Receipts will hold 11,014,500 Resulting Issuer Shares, representing
approximately 19% of the outstanding Resulting Issuer Shares; (c) subscribers of Non-Brokered Units will
hold 15,047,750 Resulting Issuer Shares, representing approximately 25% of the outstanding Resulting
Issuer Shares; and (d) current Company common shareholders will hold 6,000,000 Resulting Issuer Shares,
representing approximately 10% of the outstanding Resulting Issuer Shares, each on an undiluted basis.
Sendero paid $ 126,122.50 in fees and issued 630,612 finders warrants to eligible finders in the Non -
Brokered Offering. The Company paid fees and issued broker warrants to the Agents in connection with
the Subscription Receipt Offering described further in the Initial News Release.
Overview of Sendero Resources
Sendero was incorporated on August 4, 2020 under the laws of the Province of British Columbia. Through
its wholly owned subsidiary, Barton SAS, Sendero holds a 100% inte rest of the 120 km 2 Peñas Negras
Project (the “ Property”), located in the Vicuna district of Argentina. The Property is surrounded by
significant copper discoveries belonging to Filo Mining (Filo Del Sol Project), Lundin Mining (Josemaria
Project), and NGEx Minerals (Los Helados Project). Sendero will look to take advantage of its experience
and operational knowledge to advance high priority drilling targets.
Further details regarding Sendero and the Property are disclosed in the Initial News Release.
Overview of 1319732 B.C. Ltd.
The Company is an unlisted reporting issuer that was incorporated on August 13, 2021 under the laws of
the Province of British Columbia. The Company was formerly a subsidiary of Rio Verde Industries Inc.
(“Rio”). Pursuant to the terms and conditions set out in an arrangement agreement dated September 9,
2021 between Rio, the Company and certain other parties, the parties conducted a court approved
statutory plan of arrangement, as a result of which, the Company was spun out from Rio and became a
reporting issuer in British Columbia and Alberta. The Company has not carried on any active business since
September 9, 2021.
Further Information
For further information concerning the Transaction, please refer to the Initial Press Release and the
Company’s new release dated April 26, 2023, which are each available under the Company’s SEDAR profile
at www.sedar.com.
Further updates will be provided as the T ransaction progress and upon the parties receiving conditional
approval from the Exchange. The Company and Sendero intend to file a listing application (Form 2B) with
the Exchange.
All information contained in this press release with respect to Sendero and 131 (but excluding the terms
of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent
review by the other party, and each party and its directors and officers have relied on the other party for
any information concerning the other party.
For further information, please contact:
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Sendero Resources Corp.
Michael Wood, Executive Chairman
Email: [email protected]
Forward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements” (collectively,
“forward-looking statements ”) within the meaning of applicable Canadian securities legislation. All
statements, other than st atements of historical fact, are forward -looking statements and are based on
expectations, estimates and projections as at the date of this press release. Any statement that involves
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases such as “expects”, or “does not expect”,
“is expected” “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”.
“estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions,
events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not
statements of historical fact and may be forward -looking s tatements. In this press release, forward -
looking statements relate, among other things, to: the Transaction and certain terms and conditions
thereof; the business of 131 or Sendero; the Offerings; and shareholder and regulatory approvals.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors
which may cause the actual results and future events to differ materially from those expressed or implied
by such forward -looking statements. Such factors include, but are not limited to: general business,
economic, competitive, political and social uncertainties; the delay or failure to receive shareholder or
regulatory approvals necessary to complete the Transaction, the delay or failure to timely satisfy the
escrow release conditions related to the subscription receipts and the ability of the Company to obtain a
sponsorship waiver. There can be no assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on the forward-looking statements and information contained in
this press release. Except as required by law, neither 131 nor Sendero assume any obligation to update
the forward-looking statements of beliefs, opinions, projections, or other factors, should they change,
except as required by law.
Cautionary Statement
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is
obtained. 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 management information circular or 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 the
securities of the Resulting Issuer should be considered highly speculative. The Exchange has in no way
passed upon the merits of the proposed transaction and ha s neither approved nor disapproved the
contents of this news release.
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