Endero Resources Corp. Completes Business Combination
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ENDERO RESOURCES CORP. COMPLETES BUSINESS COMBINATION
Vancouver, British Columbia – (Newsfile Corp. – September 27, 2023) – Sendero Resources Corp. (formerly
1319732 B.C. Ltd.) (the “Company”) is pleased to announce that it has closed its previously announced
business combination (the “ Transaction”) with Sendero Resources Corp. (the “ Target”), a private
company incorporated under the laws of the Province of British Columbia with mining assets lo cated in
Argentina. The Company will carry on the business of the Target, which is now a wholly owned subsidiary
of the Company.
The TSX Venture Exchange (“ TSXV”) has conditionally approved the listing of the Shares (the “ Listing”).
The Listing is conditional on the Company and the Amalco (as defined below) fulfilling a number of
conditions on or before November 17, 2023. It is expected that these conditions precedent will be satisfied
and the common shares of the Company (the “ Shares”) are expected to commence trading on the TSXV
under the new ticker symbol “SEND” on or about October 4, 2023. A further press release will be issued
once trading has commenced.
Transaction
Prior to the completion of the Transaction, the Company changed its name from “1319732 B.C. Ltd.” to
“Sendero Resources Corp.” (the “Name Change”). The Name Change was approved by the shareholders
of the Company on September 25, 2023.
The Transaction was completed by way of a “three- cornered” amalgamation pursuant to the provisions
of the Business Corporations Act (British Columbia). Pursuant to the Transaction, all common shares of
the Target (the “Target Shares”) were exchanged for Sh ares on a one-for-one basis and the Target and
1409689 B.C. Ltd., a wholly-owned subsidiary of the Company, amalgamated with the Target continuing
as a wholly-owned subsidiary of the Company under the name “Sendero Holdings Ltd.” (formerly Sendero
Resources Corp. ) (“Amalco”). With the completion of the Transaction, the Company has 65,408,438
Shares issued and outstanding (on an undiluted basis) and has issued warrants and options convertible
into a further 21,536,540 Shares.
In connection with the transaction, on April 27, 2023, the Target completed a brokered private placement
of 11,014,500 subscription receipts (the “ Subscription Receipts”) at a price of $0.20 per Subscription
Receipt for gross proceeds of $2,202,900. Echelon Wealth Partners Inc., M Partners Inc. and PI Financial
Corp. acted as agents in respect of the offering of Subscription Receipts. Immediately prior to the closing
of the Transaction, each Subscription Receipt was converted into one common share of the Target and
one half of one common share purchase warrant pursuant to the terms of a subscription receipt
agreement between the Target, Echelon Wealth Partners Inc., and Odyssey Trust Company (the
“Subscription Receipt Agreement ”), and such Target common s hares and warrants were in turn
exchanged for Shares pursuant to the Transaction. In addition, escrowed proceeds were also released in
accordance with the provisions of the Subscription Receipt Agreement.
In addition, between April 27, 2023, and July 25, 2023, the Target completed a non-brokered placement
of 18,265,250 units (the “Non- Brokered Unit ”) at a price of $0.20 per Non -Brokered Unit for gross
proceeds of $3,653,050. Each Non-Brokered Unit is comprised of one Target common share and one half
of one common share purchase warrants.
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or further information on the Subscription Receipt and Non -Brokered Unit financings, see the
Company’s press releases dated March 3, 2023 and April 27, 2023.
Following the Transaction, the leadership team of the Company is as follows:
• Hernan Vera – Chief Executive Officer and Director
• Michael Wood – Executive Chairman, Chief Financial Officer and Director
• Marco Roque – Director
• Jimmy Lim – Director
• Zachary Goldenberg – Director
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dditional information in respect of the Company’s business and the Transaction will be available in the
Company’s Form 2B Listing Application which has been filed on SEDAR (www.sedar.com). As described in
the Company’s Listing Application, certain of the Shares are subject to escrow requirements in accordance
with TSXV Policy 5.4 – Escrow Vendor Considerations and Resale Restrictions.
Early Warning Report
In connection with the Transaction, certain reporting thresholds were triggered by: (i) Mr. Vera’s holding
company, Independence Fortaleza, Societad Limitada (“Independence”); (ii) S himcity Inc. (“Shimcity”);
(iii) 2657456 O ntario Inc. (“265”); and (iii) 257456 Ontario Ltd. (“257” collectively with Independence,
Shimcity, and 265, the “ Reporters”), that require the filing of an early warning report under National
Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Prior to the completion of the Transaction, the Reporters held the following securities in the Company:
i. Independence, a corporation with a head office i n Malaga, Spain, held no securities in the
Company;
ii. Shimcity, a corporation with a head office in Toronto, Ontario, held 976,151 Shares in the
Company, representing 24.40% of the issued and outstanding Shares;
iii. 265, a corporation with a head office in Toronto, Ontario, held 976,140 Shares in the
Company, representing 24.40% of the issued and outstanding Shares; and
iv. 257, a corporation with a head office in Toronto, Ontario, held 1,952,288 Shares in the
Company, representing 48.80% of the issued and outstanding Shares.
Immediately following the completion of the Transaction , each Reporter had ownership or control over
the following securities of the Company:
i. Independence held 14,500,000 Shares which represents approximately 23.11% of the issued
and outstanding Shares on a non-diluted basis;
ii. Shimcity held 976,151 Shares which represents app roximately 1.49% of the issued and
outstanding shares on a non-diluted basis;
iii. 265 held 976,140 Shares which represents approximately 1.49% of the issued and outstanding
shares on a non-diluted basis; and
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. 257 held 1,952,288 Shares which represents approxima tely 2.98% of the issued and
outstanding shares on a non-diluted basis.
The securities held by the Reporters are being held for investment purposes and may, from time to time,
acquire additional securities of the Company or dispose of such securities as th e Reporters may deem
appropriate.
Copies of the early warning reports that will be filed by the Reporters may be obtained on the Company’s
SEDAR profile or by contacting the Company. For further information, including a copy of the early warning
report required under applicable securities laws to be filed by each of the Reporters as a result of the
Transaction referred to in this press release, please contact Michael Wood, at +852 2501 9328.
Corporate Update
In connection with the Company’s completion of the Transaction, the Company has changed i ts auditor
from Stern & Lovrics LLP to De Visser Gray LLP, effective September 27, 2023.
About the Company
Sendero Resources Corp., through its Argentinian subsidiary, Barton SAS, wholly-o wns ten
mining concessions covering 11,682.54 ha (116.83 km 2), all located in the Province of La Rioja,
Argentina, a highly prospective region for copper and precious metals exploration and discovery. The
property includes six exploitation concessions (Minas) and four exploration concessions (Cateos). The
Company will look to take advantage of its experience and operational knowledge to advance high
priority drilling targets.
For more in formation on t he Company’s mining properties, please see th e Company’s technical report
filed on the Company’s SEDAR profile at www.sedar.com.
Further Information
For further information, please contact:
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 statements of historical fact, are forward -looking statements and are base d on
expectations, estimates and projections as at the date of this press release. Forward-looking information
herein includes, without limitation, statements regarding the listing of Shares on the TSXV, and the
development of the Property and prospects thereof. 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"
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r 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 statements. In this press release, forward -looking statements relate,
among other things, to: the business of the Company; the listing of the Shares on the TSXV; 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 t he 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; and the delay or failure to
receive shareholder, director or regulatory approvals. 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. Acco rdingly, readers should not place undue reliance on the forward- looking
statements and information contained in this press release. Except as required by law, the Company does
not 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 listing of the Shares on the TSXV is subject to a number of conditions, including but not
limited to, completion of the conditions outlined in the TSXV conditional acceptance letter. There can be
no assurance that the listing 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 the securities of the Resulting Issuer should be
considered highly speculative. The TSXV has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this news release
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