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VANCOUVER, BRITISH COLUMBIA–( The News File Corp. – April 26, 2023 ) – 1319732 B.C. (of “Company“) and Sendero Resources Corp. (“way“) provides the following update regarding the status of the previously announced business combination transaction.
As the company announced in its March 3, 2023 news release (of “First news release.“), the Company and Sendoro entered into a binding letter agreement dated March 2, 2023, pursuant to which the Company and Sendoro have agreed to complete the triangular merger (the “Marketing“), the successor of the company in the final result (of “Resultant“) will continue as the reporting issuer and 100% owner of the Sendoro business. Following the completion of the transaction, the resulting issuer intends to list its common shares on the TSX Venture Exchange (the”).Exchange“)
The transaction
According to the transaction, Sendoro will merge with 1319732 BC Ltd., a wholly owned subsidiary of the company. Business Corporations Act (British Columbia) and, in exchange for Sendoro common shares, Sendoro shareholders will receive post-adjustment shares (as defined below) of the Company’s common shares on a 1:1 basis. The transaction is not an arm’s length transaction as per exchange policies.
Prior to the closing, the Company intends to complete the distribution of the Company’s common stock and to settle certain amounts of indebtedness (generally,Fix it“) will have 6,000,000 common shares outstanding after adjustment.
Completion of the transaction is conditioned on, among other things; (i) receipt of all necessary regulatory approvals, including approval of the Exchange and satisfaction of the initial listing requirements of the Exchange; (ii) Sendoro’s stockholders approving the transaction; (iii) completing the change of name of the Resulting Issuer to “Senderro Resources Corporation”; (iv) completing the adjustment; (v) Delivery by national tool Sendero 43-101 – Notification standards for mining projects A technical report (as defined below) in accordance with the property; (vi) the Subscription Receipt Offer and Supplement to the Undivided Offering described in the Initial News Release; and (vii) comply with other customary terms and conditions. There can be no assurance that the transaction will be completed as intended or at all.
The Company’s stockholders’ approval of the transaction is not required under applicable corporate and securities laws, but the company is required to obtain stockholder approval for certain matters related to the transaction, such as the appointment of a new board of directors (as described below). (of “Company decisions“) The company has obtained the approval of the shareholders by unanimous vote of the company’s decisions. Business Corporations Act (British Columbia), the merger is subject to Sendero shareholder approval.
An overview of Sendero resources
Sendero was incorporated under the laws of the Province of British Columbia on August 4, 2020. Through wholly-owned Barton SAS, Sendero holds a 100% interest of 120 km.2 The Peñas Negras Project (the “PropertyIt is located in the province of Vicuna, Argentina. The property is surrounded by significant copper discoveries owned by Filo Mine (Filo del Sol Project), Lundin Mine (Josemaria Project) and NGEx Minerals (Los Hellados Project). Leverage experience and operational knowledge to advance high priority drilling targets.
The following sets forth Sandoro’s historical financial information for the fiscal year ended July 31, 2022, and selected unaudited management prepared balance sheet information through that date.
More details about Sendero and its property are described in the initial news release.
1319732 B.C.
The Company is an unlisted reporting issuer incorporated under the laws of the Province of British Columbia on August 13, 2021. The company was formerly known as Rio Verde Industries Inc. (“Rio“) Pursuant to the terms and conditions set forth in an Arrangement Agreement dated September 9, 2021, between Rio, the Company and certain other parties, the parties entered into a court-approved arrangement, resulting in the Company’s departure from Rio and reporting in British Columbia and Alberta. The Company has not conducted any active operations since September 9, 2021.
The proposed management and the resulting directors
Hernan Vera, CEO
Mr. Vera has served as Vice President of Barrick Gold Corporation and CEO and Director with several mining companies including Yamana Gold Inc. and GM of AngloGold Ashanti Limited. He has over 34 years of experience in exploration, mining, construction and steel mills 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 Founder and CEO of Rayna Gold Corporation, Co-Founder and CFO of Rayna Silver Corporation, Director of Emerging Markets Capital, a Hong Kong-based mining investment company, and Director and Chairman of the Cashier Audit Committee. Gold Corporation holds an MBA from the Hong Kong University of Science and Technology and a BSc Economics from Cardiff University.
Marco Roque, director
Mr. Rock is the CEO of Cassiar Gold Corporation and a director of Infinitum Copper. He is a former banker at Millennium BCP and Barclays specializing in commodity derivatives and structured products. Mr. Rock holds a CFA charter and holds an MBA from the Hong Kong University of Science and Technology and the London Business School, and a Masters in Finance from the Nova School of Business and Economics in Lisbon.
Jimmy Lim, director
Mr. Lim is the General Counsel of Morgan Stanley Asia General Industrial Group, 5E Advanced Materials Inc. and is a director of Stanmore Resources Limited. With over 20 years of experience in energy metals and mining, he is a former Morgan Stanley, Goldman Sachs and JP Morgan resource banker. Mr Lim recently led the $1.4 billion acquisition of Stanmore Resources Limited from BHP Group Limited for the South Walker Creek and Poitrell metallurgical coal mines.
Zachary Goldenberg, director
Zachary Goldenberg is a principal at Liberty Venture Partners, a Toronto-based advisory and investment firm focused on early-stage and growth companies in fast-growing industries. Zachary is a graduate of Western Law and EV Business School’s combined JD/HBA program, is a member of the TSX Venture Exchanges Ontario Advisory Committee, and is a recipient of the ICD.D designation from the Institute of Corporate Directors.
Principals and internal experts of the result
Other than the officers and directors described above and as of the Initial News Release, there is no person or company that is a principal or insider as defined in the applicable securities laws of the Issuer.
Sponsorship
Unless the transaction qualifies for an exemption under Exchange policies or the Company applies to waive the sponsorship requirements, the transaction is subject to the exchange’s sponsorship requirements. The company intends to apply for a waiver from the sponsorship requirements. There can be no guarantee that the transaction will be free, or that a download will be provided.
More information
For more information regarding the transaction, please see the initial press release available on the Company’s SEDAR profile at www.sedar.com.
Additional updates will be provided as the transaction progresses and the parties receive prior approval from the exchange. The company and Sendoro intend to file a listing application (Form 2B) with the exchange.
All information contained in this press release is provided by the parties to Sendoro and 131 (but not including the terms of the transaction), to be incorporated herein, without independent evaluation by the other party and each party and its directors and officers relied on the other party for any information regarding the other party.
For more information please contact:
Sendero Resources Corp.
Michael Wood, Executive Chairman
Email: michael@sendero-resources.com
Forward looking information
This press release contains “forward-looking information” and “forward-looking statements” (together).Forward-looking statements“) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and assumptions as of the date of this press release. Any statement includes discussions with. forecasts, expectations, beliefs, plans , regarding forecasts, objectives, estimates, future events or performance (usually but not always using phrases such as “expects” or “does not expect”, “anticipates”, “expects” or “anticipates”. “anticipated”, “forecast”, “estimates”, “believe” or think “may”, “may”, “will” or “will happen”) are not historical facts and are forward-looking statements. and conditions; the business of 131 or Sendero; and shareholder and regulatory approvals. Forward-looking statements are necessarily based on a number of assumptions and assumptions that, when deemed reasonable, are subject to known and unknown risks, uncertainties, and other actual results and future events. or other factors that may differ from those expressed in such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainty; failure to obtain shareholder or regulatory approvals necessary to complete the transaction; Delay or failure to comply with the terms of stock release related to registration receipt and termination of sponsorship by the Company. Actual results and future events may differ materially from those anticipated in such statements, so there can be no assurance that such statements are accurate. 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 undertakes any obligation to update any forward-looking statements, opinions, forecasts, or other conditions, except as required by law.
Warning statement
Completion of the transaction is subject to a number of conditions, including but not limited to acceptance of the exchange. Where applicable, the transaction cannot be closed until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as intended or at all.
Investors are cautioned that the information released or received in connection with the transaction may not be accurate or complete and should not be relied upon, except for the management information circular or presentation statement prepared in connection with the transaction. Trading in derivative securities should be considered highly speculative. The Exchange has not in any way forwarded the price of the proposed transaction and has not approved or disapproved the content of this news release.
For us to distribute or broadcast, publish, broadcast or broadcast the Newswire Services directly, or directly, in whole or in part, in or within the United States.
To view the source of this press release, please visit https://www.newsfilecorp.com/release/163905.
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