Sendero Resources Announces $3 Million Offering

SENDERO RESOURCES ANNOUNCES $3 MILLION OFFERING

Vancouver, British Columbia – (May 23, 2024) – Sendero Resources Corp. (TSXV: SEND) (the “Company”

or “Sendero”) is pleased to announce the filing of a shelf prospectus supplement on a non -brokered

offering consisting of up to 37,500,000 units (the “Units”) at $0.08 per Unit for gross proceeds of up to

$3,000,000 (the “Offering”). Each Unit will be comprised of one common share of the Company (a

“Common Share”) and one-half of one Common Share purchase warrant of the Company (a “Warrant”).

Each whole Warrant will entitle the holder to acquire one Common Share (a “Warrant Share”) at an

exercise price of $0.12 per Warrant Share for a period of 24 months from the date of issuance.

The Offering is expected to close on or about June 7, 2024 and is subject to certain conditions including,

but not limited to, the receipt of all necessary approvals, including fulfilling applicable requirements of

the TSX Venture Exchange.

The Company may pay finders ’ fees and issue finder’s warrants to eligible finders in accordance with

applicable securities laws and the policies of the TSX Venture Exchange.

The Company intends to use the proceeds from the Offering for ongoing exploration, maintenance and

development of the Company’s properties and general working capital and corporate purposes.

The Units are qualified under a shelf prospectus supplement (the “Prospectus Supplement”) dated May

23, 2024, filed with the securities commissions in British Columbia and Alberta in accordance with National

Instrument 44 -101 Short Form Prospectus Distributions and National Instrument 44 -102 Shelf

Distributions. The Offering will be made only by means of the Prospectus Supplement and the

accompanying base shelf prospectus dated May 17, 2024 (the “Shelf Prospectus”). Complete details of

the Offering are set out in the Prospectus Supplement together with the Shelf Prospectus which can be

obtained under the Company’s SEDAR+ profile at www.sedarplus.ca.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities

in the United States. The securities referenced in this news release have not been and will not be

registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any

applicable state securities laws and may not be offered or sold in the United States or to “U.S. persons”

(as such term is defined in Regulation S under the U.S. Securities Act) absent such re gistration or an

applicable exemption from such registration requirements.

About Sendero Resources Corp.

The Company is focused on copper-gold exploration at its 100% owned Peñas Negras Project in the Vicuña

Belt in Argentina. The Peñas Negras Project has similar geological characteristics to other deposits in the

- 2 -

1410-7866-7532, v. 3

Vicuña Belt and a cluster of porphyry and epithermal targets have been identified on the project. The

Company, through its wholly owned subsidiary, Barton SAS, is the holder of ten granted mining

concessions covering 120 km2 in the province of La Rioja, Ar gentina. The Company also has an option

agreement to earn 80% interest on eight granted mining concessions covering 91.7 km2 adjacent to the

East of the Peñas Negras Project. The Company has an experienced management and exploration team

who will use their expertise and operational knowledge to advance the multiple targets across the project.

Further Information

For further information, please contact:

Sendero Resources Corp.

Michael Wood, Executive Chairman

Email: [email protected]

Cautionary Statement on 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 based on

expectations, estimates and projections as at the date of this press release. Forward-looking information

herein includes, without limitation, those related to the Offering , the use of proceeds, and, more

generally, the contents of the above section entitled “About Sendero Resources Corp. 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 statements. Forward-looking

statements are necessarily based upon a number of estimates and assumptions that, while considered

reasonable, are subject to kn own 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 , the cautionary statements made in the

relevant sections of the Company’s (i) Shelf Prospectus; (ii) Prospectus Supplement; and (iii) other filings

of the Company with the Canadian Securities Authorities, copies of which can be found under the

Company’s profile on SEDAR+. There can be no assurance that such statements will prove to be accurate,

as actual results and future events could d iffer 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, the Company does not assume any o bligation

to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they

change, except as required by law.

Cautionary Statement

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR

DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.