1319732 B.C. Ltd. and Sendero Resources Corp. Provide Update on Proposed Business Combination Transaction

Vancouver, British Columbia–(Newsfile Corp. – April 26, 2023) – 1319732 B.C. Ltd. (the “Company“) and Sendero Resources Corp. (“Sendero“) provides the following update on the status of the previously announced proposed business combination transaction.

As announced by the Company in its March 3, 2023 news release (the “Initial News Release“), the Company and Sendero entered into a binding letter agreement dated March 2, 2023, pursuant to which the Company and Sendero agreed to complete a three-cornered amalgamation (the “Transaction“), 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 its common shares for trading on the TSX Venture Exchange (the “Exchange“).

The Transaction

Pursuant to the Transaction, Sendero will amalgamate with 1319732 B.C. Ltd., a wholly-owned subsidiary of the Company, under the Business Corporations Act (British Columbia) and, in exchange for their Sendero common shares, the shareholders of Sendero shall receive post-Adjustment (as defined below) Company common shares on a 1:1 basis. The Transaction is not a Non-Arm’s Length Transaction pursuant to the policies of the Exchange.

Prior to closing, the Company intends to complete a split of the Company’s common shares and to settle certain amounts owing (collectively, the “Adjustment“) such that it shall have 6,000,000 post-Adjustment common shares outstanding.

The completion of the Transaction is conditional upon, among other things; (i) receipt of all required regulatory approvals, including the approval of the Exchange and satisfaction of the initial listing requirements of the Exchange; (ii) Sendero shareholders approving the Transaction; (iii) completion of the change of the Resulting Issuer’s name to “Sendero Resources Corp.”; (iv) completion of the Adjustment; (v) delivery by Sendero of a National Instrument 43-101 – Standards of Disclosure for Mineral Projects compliant technical report in respect of the Property (as defined below); (vi) completion of the Subscription Receipt Offering and the Non-Brokered Offering announced in the Initial News Release; and (vii) meeting other customary terms and conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

Approval of the Transaction by the Company Shareholders is not required under applicable corporate and securities laws, however, the Company is required to obtain shareholder approval certain matters related to the Transaction such as the appointment of a new board of directors (as set out below) (the “Company Resolutions“). The Company has received unanimous shareholder approval of the Company Resolutions. Pursuant to the provisions of the Business Corporations Act (British Columbia), the Amalgamation requires the approval of the Sendero Shareholders.

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% interest of the 120 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 its experience and operational knowledge to advance high priority drilling targets.

The following sets forth selected unaudited management prepared historical financial information of Sendero for the fiscal year ended July 31, 2022 and selected balance sheet data as of such date:

• Assets: $2,442,372
• Liabilities: $370,284
• Revenues: $nil
• Net profits (losses): $(1,005,388)

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.

Proposed Management 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 and CFO

Mr. Wood is the Co-Founder and CEO of Reyna Gold Corp, Co-Founder and CFO of Reyna Silver 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.

Zachary Goldenberg, Director

Zachary Goldenberg is the principal of Liberty Venture Partners, a Toronto-based advisory and investment firm focused on early-stage and growth companies in rapidly emerging industries. Zachary is a graduate of the combined JD / HBA program 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.

Principals and Insiders of the Resulting Issuer

Other than the proposed officers and directors disclosed above and in the Initial News Release, there is no person or company that will constitute a principal or insider, as defined in applicable securities legislation, of the Resulting Issuer.

Sponsorship

The Transaction is subject to the sponsorship requirements of the Exchange unless the Transaction qualifies for an exemption in accordance with Exchange policies or the Company applies for a waiver from the sponsorship requirements. The Company intends to apply for a waiver from the sponsorship requirements. There can be no assurance that the Transaction will be exempt, or a waiver will be granted.

Further Information

For further information concerning the Transaction, please refer to the Initial Press Release, which is available under the Company’s SEDAR profile at www.sedar.com.

Further updates will be provided as the Transaction 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:

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 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 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; 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 has neither approved nor disapproved the contents of this news 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/163905

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