Sendero Resources Corp. Announces Private Placement Financing FOR up to $4,000,000, Contemplated Listing ON TSX Venture Exchange and the Entering into of a Definitive Agreement FOR Business Combination with 1319732 B.c. Ltd.
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SENDERO RESOURCES CORP. ANNOUNCES PRIVATE PLACEMENT FINANCING FOR UP TO $4,000,000,
CONTEMPLATED LISTING ON TSX VENTURE EXCHANGE AND THE ENTERING INTO OF A DEFINITIVE
AGREEMENT FOR BUSINESS COMBINATION WITH 1319732 B.C. LTD.
Vancouver, British Columbia—(Newsfile Corp. - March 3, 2023) – Sendero Resources Corp. (“Sendero”),
a private company incorporated under the laws of the Province of British Columbia with mineral assets in
the Peñas Negras region of Argentina, is pleased to announce a proposed financing for aggregate gross
proceeds of $4,000,000 and the entering into of a binding letter agreement dated March 2, 2023 (the
“Agreement”) with 1319732 B.C. Ltd. (“131” or the “ Company”), an unlisted reporting issuer in British
Columbia and Alberta . Pursuant to the Agreement, Sendero and 131 will complete a three -cornered
amalgamation (the “Transaction”), subject to the terms and conditions outlined below, with the ultimate
result that the resulting successor of the Company (the “Resulting Issuer”) will continue on as a reporting
issuer and 100% owner of the business of Sendero. Concurrently with the completion of the Transaction,
the Resulting Issuer will seek to list it s common shares for trading on the TSX Venture Exchange (the
“Exchange”).
Overview of Sendero Resources
Sendero, through its wholly owned subsidiary, Barton SAS, holds a 100% interest of the 1 20 km2 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 i ts experience
and operational knowledge to advance high priority drilling targets.
Concurrent Private Placement Financings
Sendero will be conducting a brokered private placement (the “ Brokered Financing ”) led by Echelon
Wealth Partners Inc. (“ Echelon”) a s lead agent and sole bookrunner, and including M Partners Inc.
(together with Echelon, the “Agents”) for up to $3,000,000 in gross proceeds of subscription receipts (the
“Subscription Receipts ”). The Agents will be granted an option to increase the size o f the Brokered
Financing by up to 25% at the discretion of Echelon in its capacity as lead agent (the “Agents’ Option”).
Each Subscription Receipt will be sold at an issue price of $0.20 and 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 conditions 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 proceeds of the Brokered Financing will be held by a third party
trust company. In the event the escrow release conditions are not satisfied within 120 days of the closing
of the Brokered Financing (as such date may be extended by Echelon in its capacity as lead agent) (the
"Escrow Release Deadline "), then such proceeds will be returned to the holders of the Subscription
Receipts.
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The “Escrow Release Conditions” will include the following:
i. all conditions, including the Company raising a minimum of $250,000, to the completion
of the Non-Brokered Offering, shall have been satisfied, and Echelon shall have received written
confirmation from Sendero to such effect;
ii. all conditions to the completion of the Transaction pursuant to the definitive agreement
entered into by the parties (other than the release of the escrowed funds), shall have been
satisfied, and the lead agent shall have received written confirmation from each of Sendero and
131 to such effect;
iii. the Resulting Issuer shares being conditionally approved for listing on the Exchange and
the completion, satisfaction or waiver of all conditions precedent to such listing (other than the
release of the escrowed funds);
iv. the receipt of all regulatory, shareholder and third -party approvals, if any, required by
Sendero and/or 131 in connection with the Transaction;
v. the distribution of: (A) the common shares underlying the subscription receipts; and (B)
the Resulting Issuer shares to be issued in exchange for the common shares of Sendero pursuant
to the Transaction being exempt from applicable prospectus and registration requirements of
applicable securities laws; and
vi. Sendero and Echelon delivering a release notice to the escrow agent confirming the
conditions in (i) through (iv) have been satisfied.
Upon satisfaction of the Escrow Release Conditions and prior to the Escrow Deadline, the escrow agent
will release the escrowed funds to Sendero, less the escrowed portion of the Agent s’ fees and expenses
incurred after the closing date which will be released to Echelon.
Concurrently with the Brokered Financing, Sendero will conduct a non -brokered private placement (the
“Non-Brokered Financing”, and together with the Brokered Financing, the “ Financings”) of Units for up
to $1,000,000 in gross proceeds on identical economic terms to the Brokered Financing. Units sold in the
Non-Brokered Financing will not be subject to escrow release conditions.
The net proceeds of the Financings will be used for exploration on the Property, working capital, and
general corporate purposes.
A cash fee equal to 7.0% of the aggregate gross proceeds of the Brokered Offering (including upon exercise
of the Agents’ Opt ion) shall be payable to the Agents with 50% payable on the closing of the Brokered
Offering and 50% payable upon the satisfaction of the Escrow Release Conditions. In addition, Sendero
shall issue warrants to the Agents (collectively, the “ Broker Warrants” and each a “ Broker Warrant”)
equal to 7.0% of the Units sold in the Brokered Offering (including the Agents' Option). Each Broker
Warrant entitles the holder thereof to acquire one Resulting Issuer common share at the issue price, for
a period equal to the term of the warrants forming a part of the Units, from the closing date (collectively,
the “ Agents’ Fee ”). The Subscription Receipts will be offered for sale to purchasers in: (i) all of the
provinces and territories of Canada as agreed upon between Sendero and Echelon, pursuant to available
private placement exemptions; (ii) the Unite d States on a private placement basis pursuant to available
exemptions from the registration requirements under the United States Securities Act of 1933, as
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amended; and (iii) offshore jurisdictions pursuant to available prospectus or registration exemptio ns in
accordance with applicable laws.
This release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in
the United States. The securities of Sendero and 131 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 state securities laws
and may not be offered or sold within the United States or to U.S. Persons unless registered under the
U.S. Securities Act and applicable state securi ties laws unless pursuant to an exemption from such
registration.
Proposed Management and Directors of Resulting Issuer
The following sets out the names and backgrounds of all persons who are expected to be the officers and
directors of the Resulting Issuer.
Hernan Vera, CEO
Mr. Vera has held Executive and Director positions with several mining companies, including as VP of
Barrick Gold Corporation and Yamana Gold Inc. and GM of AngloGold Ashanti Limited. He has over 34
years of experience in exploration, mine operations, construction and metallurgical plants in South
America, North America and Africa . He led the Cerro Vanguardia (AngloGold Ashanti), Veladero (Barrick
Gold) and Gualcamayo (Yamana Gold) mines from feasibility to production.
Michael Wood, Executive Chairman
Mr. Wood is the Co-Founder and CEO of Reyna Gold Corp, Co-Founder and CFO of Reyna Si lver Corp,
Director of Emerging Markets Capital, a mining focused investment company based in Hong Kong , and
Director and Chair of Audit Committee of Cassiar Gold Corp. He holds an MBA from Hong Kong University
of Science and Technology and BSc Economics Cardiff University.
Marco Roque, Director
Mr. Roque is the CEO of Cassiar Gold Corp . and Director of Infinitum Copper . He is a former banker at
Millennium BCP, and Barclays with a focus on commodities derivatives and structured products. Mr.
Roque is a CFA charterholder and holds an MBA from Hong Kong University of Science and Technology
and London Business School, and a Masters in Finance from Nova School of Business and Economics in
Lisbon.
Jimmy Lim, Director
Mr. Lim is the Senior Advisor to Morgan Stanley Asia General Industrials Group, Director of 5E Advanced
Materials, Inc. and of Stanmore Resources Limited. He has over 20 years of experience in energy metals
and mining, he is a former Morgan Stanley, Goldman Sachs and JP Morgan Resources Banker . Mr. Lim
recently led a $1.4 billion Stanmore Resources Limited acquisition from BHP Group Limited for the South
Walker Creek and Poitrel metallurgical coal mines.
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Zachary Goldenberg, Director
Zachary Goldenberg is the principal of Liberty Venture Partners, a Toronto-based advisory and investment
firm focused on startup and growth companies in rapidly emerging industries. A corporate lawyer by
background, Zach has significant experience in both the private and public markets as an advisor, investor
and board director and has spent much of the past decade working with companies transitioning from
private to publi c navigate the Canadian public venture markets and to source and close strategic
transactions. Zach is a graduate of the combined JD / HBA from Western Law and Ivey School of Business,
is a member of the TSX Venture Exchanges Ontario Advisory Committee and is a recipient of ICD.D
designation from the Institute of Corporate Directors.
Transaction Summary
Prior to closing of the Transaction, 131 will complete a share split (the “Adjustment”) such that 131 will
have an aggregate of 6,000,000 common shares outstanding on a post -Adjustment basis, inclusive of a
finder’s fee payable to Triforce Ventures SA . Following the Adjustment and as part of the Transaction,
Sendero shareholders will receive one Resulting Issuer common share for each Sendero common share.
It is anticipated that the Transaction will proceed as a three -cornered amalgamation, with Sendero
amalgamating with a newly incorporated wholly owned subsidiary of 131 with the result that the Resulting
Issuer will be a parent company of the successor entity to Sendero following the amalgamation, however,
the final structure of the Transaction is subject to tax and legal considerations. The Transaction is an arm’s
length transaction. Completion of the Transaction is conditional on, among other matters, completion of
the Financings, and the conditional approval for the listing of the Resulting Issuer’s common shares on the
Exchange.
Further Information
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:
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 le gislation. 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. 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
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statements of hist orical fact and may be forward -looking statements. 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 Financings; the listing appli cation; 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 uncertaintie s; and the delay or failure to
receive shareholder 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. 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 and if applicable, disinte rested shareholder approval. 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 a s 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 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 news release.
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DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.