(MENAFN- Newsfile Corp) Sendero 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 located 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.
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 Shares 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 shares 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.
For 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
Additional 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 ( ). 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) Shimcity Inc. (" Shimcity "); (iii) 2657456 Ontario 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:
Independence, a corporation with a head office in Malaga, Spain, held no securities in the Company;
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;
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
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:
Independence held 14,500,000 Shares which represents approximately 23.11% of the issued and outstanding Shares on a non-diluted basis;
Shimcity held 976,151 Shares which represents approximately 1.49% of the issued and outstanding shares on a non-diluted basis;
265 held 976,140 Shares which represents approximately 1.49% of the issued and outstanding shares on a non-diluted basis; and
257 held 1,952,288 Shares which represents approximately 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 the 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.
In connection with the Company's completion of the Transaction, the Company has changed its 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-owns ten mining concessions covering 11,682.54 ha (116.83 km2), 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 information on the Company's mining properties, please see the Company's technical report filed on the Company's SEDAR profile at .
For further information, please contact:
Sendero Resources Corp.
Michael Wood, Executive Chairman
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, 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" 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. 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 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; 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. 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 obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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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