Sendero Resources Corp. - Capital/Financing Update 2024

This short form prospectus has been filed under legislation in British Columbia and Alberta that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirement has been granted or is otherwise available.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons authorized to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ 1933 Act ”), or any state securities laws. Accordingly, these securities may not be offered or sold within the United States (as such term is used in Regulation S under the 1933 Act (“ Regulation S ”)) or to, or for the account or benefit of, a U.S. Person (as defined in Regulation S) or a person in the United States except in compliance with exemptions from the registration requirements of the 1933 Act and applicable state securities laws. This short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution” in this short form base shelf prospectus.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from the Chief Financial Officer of Sendero Resources Corp. at Suite 410, 325 Howe Street, Vancouver, B.C., V6C 1Z7, Canada, telephone: +852 2501 9328 and are also available electronically at www.sedarplus.ca.

SHORT FORM BASE SHELF PROSPECTUS

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New Issue

May 17, 2024

Sendero Resources Corp. $25,000,000

Common Shares Preferred Shares Debt Securities Subscription Receipts Warrants Units

Sendero Resources Corp. (the “ Corporation ” or “ Sendero ”) may, from time to time, during the 25month period that this short form base shelf prospectus (the “ Prospectus ”), including any amendments hereto, remains valid, offer and issue common shares of the Corporation (“ Common Shares ”), preferred shares of the Corporation (“ Preferred Shares ”), debt securities of the Corporation (“ Debt Securities ”), subscription receipts exchangeable for Common Shares and/or other securities of the Corporation (“ Subscription Receipts ”), warrants exercisable to acquire Common Shares and/or other securities of the Corporation (“ Warrants ”) and securities comprised of more than one of Common Shares, Preferred

Shares, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit (“ Units ”, Common Shares, Preferred Shares, Debt Securities, Subscription Receipts, Warrants and Units are collectively referred to herein as the “ Securities ” and individually referred to herein as a “ Security ”) having an aggregate offering price of up to $25,000,000. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a “ Prospectus Supplement ”). Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Corporation or a subsidiary of the Corporation. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The Corporation’s outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “SEND”. On May 16, 2024, the last full trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.10. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units may be sold, and purchasers may not be able to resell any Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units purchased under this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities and the extent of issuer regulation. See “ Risk Factors ” in this Prospectus.

Investing in the Securities is highly speculative and involves significant risks that should be carefully considered by prospective purchasers before purchasing any Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein and in the applicable Prospectus Supplement should be carefully reviewed and considered by prospective investors. See “ ForwardLooking Statements ” and “ Risk Factors ” in this Prospectus.

The Corporation may offer and sell Securities to or through underwriters, dealers or agents and may also offer and sell certain Securities directly to purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the offering and sale of such Securities and will set forth the terms of the offering of such Securities, the method of distribution of Securities including, to the extent applicable, the proceeds to the Corporation and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution . No underwriters, dealers or agents have been involved in the preparation of this Prospectus nor have any underwriters, dealers or agents performed any review of the contents of this Prospectus.

The Securities may be sold from time to time in one or more transactions at fixed prices or at non-fixed prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”). If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified Security in a specified market or at prices to be negotiated with the purchaser. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities will be a new issue of Securities. The specific terms of the Securities with respect to a particular offering

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will be set out in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares offered, the issue price and any other terms specific to the Common Shares being offered; (ii) in the case of Preferred Shares, the number of Preferred Shares offered, the issue price and any other terms specific to the Preferred Shares being offered; (iii) in the case of Debt Securities, the specific designation, the aggregate principal amount, the maturity date, interest provisions, authorized denominations, the offering price, covenants, events of default, any terms for redemption or retraction, any exchange or conversion terms and any other terms specific to the Debt Securities being offered; (iv) in the case of Subscription Receipts, the number of Subscription Receipts offered, the offering price, the terms of the release conditions, the designation, the number and terms of the Common Shares or other securities receivable upon satisfaction of the release conditions, any procedures that will result in the adjustment of this number, any additional payments to be made to holders of Subscription Receipts upon satisfaction of the release conditions, the terms governing the escrow of all or a portion of the gross proceeds from the sale of the Subscription Receipts, the terms for the refund of all or a portion of the purchase price for Subscription Receipts in the event that the release conditions are not met and any other terms specific to the Subscription Receipts being offered; (v) in the case of Warrants, the designation, number and terms of the Common Shares or other securities issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise and any other terms specific to the Warrants being offered; and (vi) in the case of Units, the number of Units being offered, the offering price, the terms of the securities underlying the Units, and any other terms specific to the Units being offered.

Unless provided otherwise in a Prospectus Supplement relating to a particular offering of Securities, and subject to applicable law, the underwriters, dealers or agents may, in connection with the offering of any Securities, effect transactions which stabilize or maintain the market price of the Common Shares or other Securities, as applicable, at levels other than that which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “ Plan of Distribution ” in this Prospectus. No underwriter, dealer or agent involved in an “at-the-market distribution” under this Prospectus, and no person or company acting jointly or in concert with such an underwriter, dealer or agent, may over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

All shelf information permitted under applicable law to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus except in cases where an exemption from such delivery requirement has been granted or is otherwise available. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The Corporation’s registered office is located at 1900 – 1040 West Georgia Street, Vancouver, B.C., V6E 4H3, Canada. The Corporation’s principal place of business is located at Suite 410, 325 Howe Street, Vancouver, B.C., V6C 1Z7, Canada.

Certain directors of the Corporation, namely Hernan Vera, Michael Wood, Jimmy Lim and Marco Roque, reside outside of Canada. Each of Hernan Vera, Michael Wood, Jimmy Lim and Marco Roque have appointed Sendero Resources Corp., Suite 410, 325 Howe Street, Vancouver, B.C., V6C 1Z7, Canada, as their agent for service of process.

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Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

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ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS ............................................................................................ 1 CURRENCY ............................................................................................................................................................. 1 FINANCIAL INFORMATION ..................................................................................................................................... 1 FORWARD-LOOKING STATEMENTS ........................................................................................................................ 1 MARKET AND INDUSTRY DATA .............................................................................................................................. 3 CAUTIONARY NOTE TO UNITED STATES INVESTORS .............................................................................................. 3 SCIENTIFIC AND TECHNICAL INFORMATION ........................................................................................................... 4 DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................................ 5 THE CORPORATION ................................................................................................................................................ 7 CONSOLIDATED CAPITALIZATION ........................................................................................................................ 10 USE OF PROCEEDS................................................................................................................................................ 10 EARNINGS COVERAGE RATIOS ............................................................................................................................. 11 DESCRIPTION OF COMMON SHARES .................................................................................................................... 11 DESCRIPTION OF PREFERRED SHARES .................................................................................................................. 12 DESCRIPTION OF DEBT SECURITIES ...................................................................................................................... 12 DESCRIPTION OF SUBSCRIPTION RECEIPTS .......................................................................................................... 13 DESCRIPTION OF WARRANTS ............................................................................................................................... 13 DESCRIPTION OF UNITS ....................................................................................................................................... 14 PLAN OF DISTRIBUTION ....................................................................................................................................... 15 PRIOR SALES ........................................................................................................................................................ 16 MARKET FOR SECURITIES ..................................................................................................................................... 16 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ........................................................................... 17 RISK FACTORS ...................................................................................................................................................... 17 LEGAL MATTERS................................................................................................................................................... 19 AUDITORS, TRANSFER AGENT AND REGISTRAR ................................................................................................... 20 INTERESTS OF EXPERTS ........................................................................................................................................ 20 PROMOTERS ........................................................................................................................................................ 20 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ..................................................................................... 21 ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSON .............................................................................. 23 CERTIFICATE OF THE CORPORATION ................................................................................................................... C-1 CERTIFICATE OF THE PROMOTERS ...................................................................................................................... C-2

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ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS

An investor should rely only on the information contained in this Prospectus (including the documents incorporated by reference herein) and is not entitled to rely on parts of the information contained in this Prospectus (including the documents incorporated by reference herein) to the exclusion of others. The Corporation has not authorized anyone to provide investors with additional or different information. The Corporation is not offering to sell the Securities in any jurisdictions where the offer or sale of the Securities is not permitted. The information contained in this Prospectus (including the documents incorporated by reference herein) is accurate only as of the date of this Prospectus (or the date of the document incorporated by reference herein, as applicable), regardless of the time of delivery of this Prospectus or any sale of the Securities. The Corporation’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

This Prospectus provides a general description of the Securities that the Corporation may offer. Each time the Corporation offers and sells Securities under this Prospectus, the Corporation will provide the purchasers with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. Before investing in any Securities, the purchasers should read both this Prospectus and any applicable Prospectus Supplement together with additional information included in the documents incorporated by reference herein. See “ Documents Incorporated by Reference ” in this Prospectus.

All information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be made available together with this Prospectus.

This Prospectus shall not be used by anyone for any purpose other than in connection with an offering of Securities in compliance with applicable securities laws. The Corporation does not undertake to update the information contained or incorporated by reference herein, including any Prospectus Supplement, except as required by applicable securities laws. Information contained on, or otherwise accessed through, the Corporation’s website shall not be deemed to be a part of this Prospectus and such information is not incorporated by reference herein.

CURRENCY

This Prospectus and the documents incorporated by reference herein contain references to the Canadian dollar, United States dollar and Argentine Peso. Unless otherwise indicated in this Prospectus and the documents incorporated by reference herein, all references to “$”, “CAD$” or “dollars” refer to Canadian dollars and all references to “US$”, “USD” or “US dollars” refer to United States dollars

FINANCIAL INFORMATION

The Corporation’s financial statements that are incorporated by reference into this Prospectus have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) and are presented in Canadian dollars unless otherwise specified.

FORWARD-LOOKING STATEMENTS

This Prospectus may contain or incorporate by reference “forward-looking information” or “forwardlooking statements” within the meaning of certain securities laws. Such information or statements

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exclude statements of historical fact and are essentially about the objectives, plans and strategies of the Corporation, as well as management’s expectations regarding the Corporation’s future growth, financial position and results. These statements are forward-looking because they are based on assumptions about future business and/or economic conditions as well as courses of action that will be undertaken by the Corporation. These statements are subject to a number of risks and uncertainties (see “ Risk Factors ” in this Prospectus) which may cause actual results to differ materially from those contemplated by the forward-looking statements. While the Corporation believes that its expectations reflected in these forward-looking statements are reasonable, there is no guarantee that they will prove to be accurate, and that actual results and future events will be/occur as anticipated by the Corporation; readers must not unduly rely on them.

Forward-looking statements are necessarily based on estimates and assumptions made by management in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as factors that management believe are appropriate. Forwardlooking statements in this Prospectus include, but are not limited to: fluctuations in commodity prices; fluctuations in value of the Canadian dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; regulatory, political or economic developments in Canada or in Argentina; influence of macroeconomic developments; business opportunities that become available to, or are pursued by the Corporation; reduced access to debt and equity capital; capital and operating expenditures; litigation; the timing of receipt of permits, licences, rights and authorizations with respect to the Peñas Negras Project (as defined in the Corporation’s AIF, incorporated by reference in this Prospectus); title, permit or licence disputes related to the Peñas Negras Project; excessive cost escalation, as well as development, permitting, infrastructure, operating or technical difficulties with respect to the Peñas Negras Project; actual mineral content that may differ from the reserves and resources contained in the Technical Report (as defined herein); the rate and timing of production differences from mine plans; and risks and hazards associated with the business of development and mining on the Peñas Negras Project, including, but not limited to, unusual or unexpected geological and metallurgical conditions, slope failures or caveins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease.

Some of the risks and other factors, some of which are beyond the control of the Corporation, which could cause results to differ materially from those expressed in the forward-looking statements contained in this Prospectus, include, but are not limited to: the market price of Common Shares may be volatile; the Corporation may issue additional equity securities; the value assigned to the Corporation may be incorrect; there is no assurance that the Corporation will declare a dividend; the limited operating history of the Corporation; the Corporation has a history of negative cash flow and no assurance can be given that the Corporation will ever attain positive cash flow; dependence on the Peñas Negras Project; mineral deposits may not be economical; changes in the market price of metals; volatility in the price of gold; volatility in the price of copper; mining operations may not be established or profitable; ability to exploit future discoveries; financing risks; mining is inherently dangerous; operations and exploration may be subject to governmental regulations; operation and exploration activities are subject to environmental and endangered species laws and regulations; mineral properties may be subject to the rights of indigenous peoples; permits and licences; additional costs to mineral property operators resulting from international climate control initiatives; community relations; competition; defects in title to mineral properties; future litigation could affect title; deficient third party reviews, reports and projections; dependence on key individuals; directors and officers may have conflicts of interest; global financial conditions may be volatile; the ongoing spread of COVID-19 may negatively impact the Corporation’s business; adequate infrastructure may not be available to develop

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the Peñas Negras Project; adverse tax consequences arising from the CRA’s recent focus on foreign income earned by Canadian companies; anti-bribery laws; the availability of equipment, materials and skilled technical workers; the Corporation will be exposed to foreign exchange risk; the availability and commitment of qualified management and technical personnel; the Corporation’s operations are subject to human error; disruption from non-governmental organizations; compliance with health and safety laws and regulations; nature and climate conditions; uninsured or uninsurable risks; disruption in the Corporation’s activities due to acts of God may adversely affect the Corporation as well as those risk factors discussed in the AIF (as defined below) under “Risk Factors”, those risk factors discussed in the Filing Statement (as defined below) under “Risk Factors” and the section entitled “Risk Factors” below.

This list is not exhaustive of the factors that may affect any of the Corporation’s forward-looking statements. Although the Corporation believes its expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Investors are cautioned not to put undue reliance on forward-looking information. The forward-looking information contained herein are made as of the date of this Prospectus and, accordingly, are subject to change after such date. The Corporation disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. Investors are urged to read the Corporation’s filings with Canadian securities regulatory agencies, which can be viewed online under the Corporation’s issuer profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedarplus.ca.

All forward-looking statements are made on the date of this Prospectus and, except if the applicable legislation requires it, the Corporation has no intention of updating them nor does it assume the responsibility to do so.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, the market and industry data contained or incorporated by reference in this Prospectus is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Corporation believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any survey. The Corporation has not independently verified any of the data from third party sources referred to or incorporated by reference herein and accordingly, the accuracy and completeness of such data is not guaranteed.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

This Prospectus has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of United States securities laws. In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the United States Securities and Exchange Commission (the “ SEC ”) applicable to registration statements and reports filed by United States

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companies pursuant to the 1933 Act. As such, information contained or incorporated by reference herein and in any Prospectus Supplement concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by United States corporations subject to the reporting and disclosure requirements of the SEC.

Mineral resource estimates included in this Prospectus and in any document incorporated by reference herein have been, or will be, prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) and the Canadian Institute of Mining, Metallurgy and Petroleum (“ CIM ”) Classification System, as required by Canadian securities regulatory authorities. In particular, this Prospectus and any document incorporated by reference herein include or may include the terms “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”. While these terms are recognized and required by Canadian regulations under NI 43-101, the SEC does not recognize them. In addition, this Prospectus or any document incorporated by reference herein may include disclosure of “contained ounces” of mineralization. Although such disclosure is permitted under Canadian regulations, the SEC only permits issuers to report mineralization as in-place tonnage and grade, without reference to unit measures.

The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Industry Guide 7. Under SEC Industry Guide 7 (under the 1933 Act), as interpreted by the SEC staff, mineralization may not be classified as a “reserve” for United States reporting purposes unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand, or the issuance thereof would be required to be imminent, in order to classify mineralised material as reserves under the SEC standards.

United States investors are cautioned not to assume that any part or all of the mineral deposits identified as a “measured mineral resource”, “indicated mineral resource” or “inferred mineral resource” will ever be converted to reserves as defined in NI 43-101 or SEC Industry Guide 7. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher resource category. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that part or all of an “inferred mineral resource” actually exists or is economically or legally mineable.

SCIENTIFIC AND TECHNICAL INFORMATION

Certain information of a scientific or technical nature in respect of the Peñas Negras Project contained in this Prospectus is based on the Peñas Negras Technical Report. The technical content summarized from the Peñas Negras Technical Report and contained in this Prospectus has been reviewed and approved by the qualified persons who were involved with the preparation of the Peñas Negras Technical Report, or their employer, and such persons have consented to the use thereof in connection with the filing of this Prospectus. The Peñas Negras Technical Report was filed with SEDAR at www.sedarplus.ca, in accordance with NI 43-101. The Peñas Negras Technical Report is not incorporated by reference in this Prospectus.

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DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference herein are available electronically at www.sedarplus.ca under the Corporation’s issuer profile, and may also be obtained on request without charge from the Chief Financial Officer at Suite 410, 325 Howe Street, Vancouver, B.C., V6C 1Z7, Canada, telephone: +852 2501 9328. The filings of the Corporation with SEDAR are not incorporated by reference in this Prospectus except as specifically set out hereinafter.

The following documents of the Corporation are specifically incorporated by reference into and form an integral part of this Prospectus:

the annual information form (the “ AIF ”) of the Corporation dated January 25, 2024, for the financial year ended July 31, 2023, filed on SEDAR+ on March 26, 2024;
the following financial statements and management’s discussion and analysis (“ MD&A ”) of the Corporation:
(a) the unaudited condensed consolidated interim financial statements of the Corporation for the six months ended January 31, 2024 filed on SEDAR+ on March 28, 2024 as amended by the unaudited condensed consolidated interim financial statements of the Corporation for the six months ended January 31, 2024 filed on SEDAR+ on May 16, 2024 (the “ Interim Financial Statements ”);
(b) the MD&A of the Corporation for the six months ended January 31, 2024 filed on SEDAR+ on March 28, 2024 as amended by the amended MD&A of the Corporation for the six months ended January 31, 2024 filed on SEDAR+ on April 5, 2024 and the amended MD&A of the Corporation for the six months ended January 31, 2024 filed on SEDAR+ on May 16, 2024 (the “ Interim MD&A ”);
(c) the audited consolidated annual financial statements of the Corporation as at and for the financial year ended July 31, 2023, and the financial year ended July 31, 2022, together with the accompanying notes thereto and the independent auditors’ report thereon on SEDAR+ on November 27, 2023; and
(d) the MD&A of the Corporation for the financial year ended July 31, 2023 and for the period from incorporation (August 13, 2021) to July 31, 2022 (the “ Annual MD&A ”) filed on SEDAR+ on November 27, 2023;
the following material change reports of the Corporation:
(a) the material change report of dated September 27, 2023, relating to the completion of the Transaction and the closing of private placements in connection with the business combination for gross proceeds of $5,855,950, filed on SEDAR+ on September 28, 2023; and
(b) the material change report dated September 22, 2023, relating to the filing of the Corporation’s amended and restated interim financial statements for the period ending
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April 30, 2023 and related amended and restated MD&A, filed on SEDAR+ on October 2, 2023;

the filing statement of the Corporation dated September 25, 2023 with respect to the threecornered amalgamation (the “ Transaction ”) among 1319732 B.C. Ltd. (“ 131BC ”), Sendero Resources Corp. (the “ Target ”) and a wholly-owned subsidiary of 131BC (the “ Filing Statement ”) filed on SEDAR+ on September 28, 2023;
the following financial statements and MD&A of the Target:
(a) the audited financial statements of Target for the financial year ended July 31, 2022 and for the period from incorporation on August 4, 2020 to July 31, 2021, and the MD&A related thereto, attached to the Filing Statement filed on SEDAR+ on September 28, 2023;
(b) the unaudited financial statements of Target for the nine month period ended April 30, 2023, and the MD&A related thereto, attached to the Filing Statement filed on SEDAR+ on September 28, 2023;
(c) audited financial statements of Target for the year ended July 31, 2023 and 2022, filed on SEDAR+ on November 28, 2023; and
(d) the MD&A of the Target for the financial year ended July 31, 2023 and July 31, 2022 filed on SEDAR+ on March 26, 2024 as amended by the amended MD&A of the Target for the financial year ended July 31, 2023 and July 31, 2022 filed on SEDAR+ on April 5, 2024; and
the unaudited amended consolidated interim financial statements of 131BC for the three and nine months ended April 30, 2023 and for the period from incorporation on August 12, 2021 to April 30, 2022, and the MD&A related thereto, attached to the Filing Statement filed on SEDAR+ on September 28, 2023.

Any AIF, annual or interim financial statements and related MD&As, material change report (other than a confidential material change report), business acquisition report, information circular or any other disclosure documents required to be incorporated by reference herein under National Instrument 44101 – Short Form Prospectus Distributions filed by the Corporation with any securities commission or similar regulatory authority in Canada subsequent to the date of this Prospectus and prior to the termination of any particular offering of Securities under this Prospectus and the relevant Prospectus Supplement shall be deemed to be incorporated by reference into this Prospectus, as well as any other document so filed by the Corporation which expressly states it to be incorporated by reference into this Prospectus.

Any statement contained in this Prospectus or in a document (or part thereof) incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained in this Prospectus or in any subsequently filed document (or part thereof) that also is, or is deemed to be, incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other

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information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute part of this Prospectus; rather, only such statement as so modified or superseded shall be considered to constitute part of this Prospectus.

Upon a new AIF and corresponding annual financial statements and related MD&A being filed by the Corporation with securities commissions or similar regulatory authorities in Canada during the currency of this Prospectus, the previous AIF and corresponding annual financial statements and related MD&A, all interim financial statements and related MD&As, and all material change reports filed prior to the commencement of the then current financial year will be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

Upon each new filing of interim financial statements and related MD&As filed with securities commissions or similar regulatory authorities in Canada during the currency of this Prospectus, the interim financial statements and related MD&As filed prior to the commencement of the then current interim period will be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

A Prospectus Supplement or Prospectus Supplements containing the specific terms for an issue of Securities will be delivered to purchasers of the Securities together with this Prospectus to the extent required by applicable securities laws, and it will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement but only for the purposes of the Securities issued thereunder.

In addition, certain marketing materials (as that term is defined in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined in applicable Canadian securities legislation) pertaining to a distribution of Securities and filed by the Corporation after the date of the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

The Corporation has not provided or otherwise authorized any other person to provide investors with information other than as contained or incorporated by reference in this Prospectus or any Prospectus Supplement. If an investor is provided with different or inconsistent information, such investor should not rely on it.

THE CORPORATION

Name, Addresses and Incorporation

The Corporation was incorporated on August 13, 2021 under the name “1319732 B.C. Ltd.” under the laws of the Province of British Columbia. The Corporation was previously a wholly‐owned subsidiary of Rio Verde Industries Inc. (“ Rio Verde ”). Pursuant to an order of the Supreme Court of British Columbia

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dated October 21, 2021 approving Rio Verde Industries Inc.’s plan of arrangement, the Corporation was spun out of Rio Verde with the result that Rio Verde’s shareholders initially held all of the shares of the Corporation. At the time of the plan of arrangement, Rio Verde was a reporting issuer, which resulted in the Corporation becoming a reporting issuer upon the completion of the transactions contemplated by the plan of arrangement.

The Corporation’s name was changed from “1319732 B.C. Ltd.” to “Sendero Resources Corp.” on September 27, 2023. The Corporation’s registered office is located at 1900 – 1040 West Georgia Street, Vancouver, B.C., V6E 4H3, Canada. The Corporation’s principal place of business is located at Suite 410, 325 Howe Street, Vancouver, B.C., V6C 1Z7, Canada.

Intercorporate Relationships

The following chart sets out the Corporation’s material subsidiaries as at the date hereof, their jurisdiction of incorporation and the respective voting interest in each subsidiary:

==> picture [146 x 185] intentionally omitted <==

----- Start of picture text -----

Sendero Resources Corp.
(incorporated under the laws
of British Columbia)
Sendero Holdings Ltd.
(amalgamated under the laws
of British Columbia)
100% owned
Barton S.A.S.
(formed under the laws of
Argentina)
100% owned
----- End of picture text -----

General Business Activities

The Corporation is a company engaged in the identification of resource properties for exploration and development and its principal asset is its interest in the Peñas Negras Project located in north-western Argentina in the General Lamadrid department, in the province of La Rioja, consisting of ten mining concessions covering 11,682.54 ha (including six exploitation concessions (Minas) totaling 5,515.26 ha and four exploration concessions (Cateos) totaling 6,167.28 ha).

The Peñas Negras Project is subject to NI 43-101 technical report titled “NI 43-101 Technical Report on the Peñas Negras Copper-Gold Project In La Rioja, Argentina” (the “ Peñas Negras Technical Report ”), prepared and certified by Julio Bruna Novillo, PhD, PGeo, FAusIMM, and Stanley C. Bartlett, M.Sc., PGeo., each a “qualified person” as defined under NI 43-101, dated July 18, 2023, with an effective date of July 18, 2023 and prepared for the Corporation, as filed on the Corporation’s SEDAR profile at www.sedarplus.ca.

More detailed information regarding the business of the Corporation, as well as its history, operations, assets and properties, can be found in the AIF and other documents incorporated by reference herein,

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as supplemented by the disclosure herein. See “ Documents Incorporated by Reference ” in this Prospectus.

Recent Developments

On October 4, 2023, the Corporation began trading on the TSX Venture Exchange under the symbol “SEND”.

On September 27, 2023, the Corporation completed the Transaction. 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 were exchanged for common shares of the Corporation on a one-for-one basis and the Target and 1409689 B.C. Ltd., a wholly-owned subsidiary of the Corporation, amalgamated with the Target continuing as a whollyowned subsidiary of the Corporation under the name “Sendero Holdings Ltd.” (formerly Sendero Resources Corp.).

Between April 27, 2023, and July 25, 2023, the Target completed a non-brokered placement of 18,265,250 units at a price of $0.20 per unit for gross proceeds of $3,653,050.

On April 27, 2023, the Target completed a brokered private placement of 11,014,500 subscription receipts at a price of $0.20 per subscription receipt for gross proceeds of $2,202,900.

Directors and Officers

The following table sets forth the name, municipality of residence, position held with the Corporation, principal occupation(s) and number of Common Shares beneficially owned by each person who is a director and/or an executive officer of the Corporation. The statement as to the Common Shares beneficially owned, controlled or directed, directly or indirectly, by the directors and executive officers hereinafter named is in each instance based upon information furnished by the person concerned and is as at the date hereof. The directors of the Corporation are elected by the shareholders of the Corporation at each annual general meeting and typically hold office until the next annual general meeting at which time they may be re-elected or replaced.

Name, Position with Corporation and Residence Director Since	Principal Occupation(s) Number of Common Shares Beneficially Owned, or Controlled(1)
Hernan Vera Chief Executive Officer and Director Argentina September 27, 2023 Michael Wood Chief Financial Officer, Executive Chairman and Director Hong Kong September 27, 2023	President of SEARGEN (private company) President of ORION DEL SUR (private company) 16,170,355(2) (24.35%) CEO of Reyna Gold Corp. and CFO Reyna Silver Corp. 3,050,000(3) (4.59%)

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Name, Position with Corporation and Residence Director Since	Principal Occupation(s) Number of Common Shares Beneficially Owned, or Controlled(1)
Jimmy Lim(4) Director Hong Kong September 27, 2023 Marco Roque(5) Director Hong Kong September 27, 2023 Zachary Goldenberg(6) Director Ontario September 27, 2023	Founder and Principal of Virtova Capital Management Limited Nil CEO of Cassiar Gold Corp. 650,000 (0.98%) Principal of Liberty Venture Partners 2,082,288(7) (3.14%)

(1) A total of 66,404,420 Common Shares are issued and outstanding as of the date of this Prospectus. (2) Held indirectly through Independence Fortaleza, Sociedad Limitada.
(3) 2,850,000 of these Common Shares are held indirectly through Athena Jade Limited.
(4) Chair of the Audit Committee.
(5) Member of the Audit Committee.
(6) Member of the Audit Committee.
(7) 2,042,288 of these Common Shares are held indirectly through 2578218 Ontario Ltd.

The directors and executive officers of the Corporation, as a group, beneficially own, or control or direct, directly or indirectly, 21,952,643 Common Shares, representing approximately 33.06% of the Common Shares as of the date of this Prospectus. The information as to Common Shares beneficially owned or directed by the directors and executive officers, not being within the knowledge of the Corporation, has been obtained from the System for Electronic Disclosure by Insiders (SEDI) or furnished by each such individual. To the knowledge of the Corporation, no person beneficially owns, or controls or directs, directly or indirectly, over 10% of the issued and outstanding Common Shares other than Mr. Vera through Independence Fortaleza, Sociedad Limitada.

CONSOLIDATED CAPITALIZATION

Other than the issuance of 374,664 Common Shares pursuant to the exercise of Common Share purchase warrants and 125,000 Common Shares pursuant to the exercise of options to purchase Common Shares, there have not been any material changes in the share and loan capitalization of the Corporation since the date of the Interim Financial Statements balance sheet, which is incorporated by reference in this Prospectus.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Corporation’s share and loan capitalization that will result from the issuance of Securities pursuant to such prospectus supplement.

USE OF PROCEEDS

Unless otherwise specified in a particular Prospectus Supplement, the net proceeds from the sale of Securities will be used to fund the exploration and development of the Peñas Negras Project, to actively pursue exploration and development opportunities, including potential acquisitions, and for general

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corporate and working capital purposes. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities. The Corporation may, from time to time, issue securities (including equity and debt securities) other than pursuant to this Prospectus or any applicable Prospectus Supplement. See “ Risk Factors ” in this Prospectus.

The Corporation had negative operating cash flow for the financial year ended July 31, 2023 and the six month period ended January 31, 2024. The Corporation anticipates continuing to have negative cash flow until such time, if ever, that commercial production is achieved for the Peñas Negras Project. To the extent that the Corporation has negative operating cash flows in future periods, the Corporation may need to allocate a portion of its existing working capital or the net proceeds from the sale of Securities to fund such negative cash flow.

Business Objectives and Milestones

The Corporation’s intended primary business objectives and milestones are to continue its multi‐phase plan to systematically explore and develop the Peñas Negras Property. As of the date of this prospectus, the Company has no production activities and its development activities are those relating to the Peñas Negras Project.

The Company’s proposed Phase I exploration programme includes geological mapping, talus fines sampling and infrastructure improvements. The work will include road and drill site preparation. The Company’s Phase II exploration programme will include a 4,500 m diamond drilling programme. This reflects a change in the Phase II exploration programme from what was originally disclosed in the Filing Statement, which stated that a combination of a 3,500 m reverse circulation and 1,500 m diamond drilling program was expected to occur. As a result, the budgeted drilling amount increased from the originally anticipated amount $1,710,000 disclosed in the Filing Statement to $2,250,000. This change was made because stronger geological information is generally collected from diamond drilling compared to reverse circulation drilling. For more information see “ 6.3.10 Exploration, Development and Production ” in the Corporation’s AIF incorporated by reference in this Prospectus.

EARNINGS COVERAGE RATIOS

If the Corporation offers Debt Securities having a term to maturity in excess of one year or Preferred Shares under any applicable Prospectus Supplement, the applicable Prospectus Supplement will provide, as required, the earnings coverage ratios with respect to the issuance of Securities pursuant to such Prospectus Supplement.

DESCRIPTION OF COMMON SHARES

The holders of Common Shares are entitled to vote at all shareholder meetings. They are also entitled to dividends, if, as and when declared by the board of directors of the Corporation and, upon liquidation or winding-up of the Corporation, to share the residual assets of the Corporation. The Common Shares do not have any pre-emptive, conversion or redemption rights, and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the Common Shares, all of which rank equally as to all benefits which might accrue to the holders of the Common Shares.

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DESCRIPTION OF PREFERRED SHARES

The Corporation is currently not authorized to issue Preferred Shares and may only do so upon an amendment to its articles and notice of articles, which amendment would require shareholder approval. In the event that such shareholder approval is obtained, and the articles and notice of articles were appropriately amended, Preferred Shares may then be offered separately or together with other Securities, as the case may be. The applicable prospectus supplement will include details of the amendment to the Corporation’s constating documents authorizing the issuance of the Preferred Shares being offered.

Each applicable prospectus supplement will set forth the terms and other information with respect to any Preferred Shares being offered, which may include, without limitation, subject to the provisions of the Business Corporations Act (British Columbia) and the articles of the Corporation, the following (where applicable): (a) the designation of the class or series of Preferred Shares offered, and the maximum number of such series of Preferred Shares that the Corporation is authorized to issue; (b) the aggregate number of Preferred Shares offered; (c) the price at which the Preferred Shares will be offered; (d) the currency for which the Preferred Shares may be purchased (if other than Canadian dollars); (e) the annual dividend rate, if any, and whether the dividend rate is fixed or variable, the date from which dividends will accrue, and the dividend payment dates; (f) the priority of the Preferred Shares in respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation; (g) the price and the terms and conditions for redemption, if any, including whether redeemable at the Corporation’s option or at the option of the holder, the time period for redemption, and payment of any accumulated dividends; (h) the terms and conditions, if any, for conversion or exchange for shares of any other class of the Corporation or any other series of Preferred Shares, or any other securities or assets, including the price or the rate of conversion or exchange and the method, if any, of adjustment; (i) whether such Preferred Shares will be listed on any securities exchange; (j) the terms and conditions of any share purchase plan or sinking fund; (k) the voting rights, if any; (l) any other rights, privileges, restrictions, or conditions; (m) certain material Canadian tax consequences of owning the Preferred Shares; and (n) any other material terms and conditions of the Preferred Shares.

DESCRIPTION OF DEBT SECURITIES

The terms and provisions of Debt Securities offered by a Prospectus Supplement will be described in such Prospectus Supplement. Any Prospectus Supplement for Debt Securities will contain the terms and other information with respect to the Debt Securities being offered, including (i) the designation, aggregate principal amount and authorized denominations of such Debt Securities, (ii) the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars), (iii) the percentage of the principal amount, or discount, at which such Debt Securities will be issued, (iv) the date or dates on which such Debt Securities will mature, (v) the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any), (vi) the dates on which any such interest will be payable and the record dates for such payments, (vii) any redemption term or terms under which such Debt Securities may be redeemed, (viii) any exchange or conversion terms, and (ix) any other specific terms.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

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DESCRIPTION OF SUBSCRIPTION RECEIPTS

This section describes the general terms that will apply to any Subscription Receipts that may be offered pursuant to this Prospectus and the relevant Prospectus Supplement. Subscription Receipts may be offered separately or together with Common Shares, Preferred Shares, Debt Securities or Warrants, as the case may be. The Subscription Receipts will be issued under a subscription receipt agreement.

The applicable Prospectus Supplement will include details of the subscription receipt agreement covering the Subscription Receipts being offered. A copy of the subscription receipt agreement relating to an offering of Subscription Receipts will be filed by the Corporation with securities regulatory authorities in Canada after being entered into. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable: (i) the number of Subscription Receipts; (ii) the price at which the Subscription Receipts will be offered; (iii) the procedures for the conversion of the Subscription Receipts into Common Shares, Preferred Shares, Debt Securities or Warrants; (iv) the number of Common Shares, Preferred Shares, Debt Securities or Warrants that may be issued upon conversion of each Subscription Receipt; (v) the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each security; (vi) terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon; (vii) material Canadian federal income tax consequences of owning the Subscription Receipts; and (viii) any other material terms and conditions of the Subscription Receipts.

The subscription receipt agreement covering the Subscription Receipts being offered will provide that any misrepresentation in this Prospectus, the applicable Prospectus Supplement, or any amendment hereto or thereto, will entitle each initial purchaser of Subscription Receipts to a contractual right of rescission following the issuance of the underlying Common Shares, Preferred Shares, Debt Securities or Warrants to such purchaser entitling the purchaser to receive the amount paid for the Subscription Receipts upon surrender of the underlying securities, provided that the remedy for rescission is exercised within the time frame stipulated by securities laws as set out in the subscription receipt agreement.

DESCRIPTION OF WARRANTS

This section describes the general terms that will apply to any Warrants for the purchase of Common Shares or Preferred Shares (“ Equity Warrants ”) or for the purchase of Debt Securities (“ Debt Warrants ”).

Warrants may be offered separately or together with other Securities, as the case may be. Each series of Warrants may be issued under a separate warrant indenture or warrant agency agreement to be entered into between the Corporation and one or more banks or trust companies acting as Warrant agent or may be issued as stand-alone contracts. The applicable Prospectus Supplement will include details of the Warrant agreements governing the Warrants being offered. The Warrant agent will act solely as the agent of the Corporation and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The following sets forth certain general terms and provisions of the Warrants offered under this Prospectus. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement. A copy of any Warrant indenture or any Warrant agency

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agreement relating to an offering of Warrants will be filed by the Corporation with the securities regulatory authorities in Canada after it has been entered into.

Equity Warrants

The particular terms of each issue of Equity Warrants will be described in the relevant Prospectus Supplement. This description will include, where applicable: (i) the designation and aggregate number of Equity Warrants; (ii) the price at which the Equity Warrants will be offered; (iii) the currency or currencies in which the Equity Warrants will be offered; the date on which the right to exercise the Equity Warrants will commence and the date on which the right will expire; (iv) the class and/or number of Common Shares or Preferred Shares that may be purchased upon exercise of each Equity Warrant and the price at which and currency or currencies in which the Common Shares or Preferred Shares may be purchased upon exercise of each Equity Warrant; (v) the terms of any provisions allowing for adjustment in (A) the class and/or number of Common Shares or Preferred Share that may be purchased, (B) the exercise price per Common Share or Preferred Share, or (C) the expiry of the Equity Warrants; (vi) whether the Corporation will issue fractional shares; (vii) the designation and terms of any Securities with which the Equity Warrants will be offered, if any, and the number of the Equity Warrants that will be offered with each Security; (viii) the date or dates, if any, on or after which the Equity Warrants and the related Securities will be transferable separately; (ix) whether the Equity Warrants will be subject to redemption and, if so, the terms of such redemption provisions; (x) whether the Corporation has applied to list the Equity Warrants and/or the related Common Shares or Preferred Share on a stock exchange; (xi) material Canadian federal income tax consequences of owning the Equity Warrants; and (xii) any other material terms or conditions of the Equity Warrants.

Debt Warrants

The particular terms of each issue of Debt Warrants will be described in the relevant Prospectus Supplement. This description will include, where applicable: (i) the designation and aggregate number of Debt Warrants; (ii) the price at which the Debt Warrants will be offered; (iii) the currency or currencies in which the Debt Warrants will be offered; (iv) the date on which the right to exercise the Debt Warrants will commence and the date on which the right will expire; (v) the principal amount of Debt Securities that may be purchased upon exercise of each Debt Warrant and the price at which and currency or currencies in which that principal amount of Debt Securities may be purchased upon exercise of each Debt Warrant; (vi) the minimum or maximum amount of Debt Warrants that may be exercised at any one time; (vii) the designation and terms of any Securities with which the Debt Warrants are being offered, if any, and the number of the Debt Warrants that will be offered with each Security; (viii) the date or dates, if any, on or after which the Debt Warrants and the related Securities will be transferable separately; (ix) whether the Debt Warrants will be subject to redemption, and, if so, the terms of such redemption provisions; (x) material Canadian federal income tax consequences of owning the Debt Warrants; and (xi) any other material terms or conditions of the Debt Warrants.

DESCRIPTION OF UNITS

This section describes the general terms that will apply to any Units that may be offered pursuant to this Prospectus.

Units are a security comprised of more than one of the other Securities described in this Prospectus offered together as a “Unit”. A Unit is typically issued so the holder thereof is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of

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each Security comprising the Unit. The agreement, if any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately at any time or at any time before a specified date.

The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Units. This description will include, where applicable: (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; (iii) whether the Units will be issued in registered or global form; and (iv) any other material terms and conditions of the Units.

PLAN OF DISTRIBUTION

The Corporation may sell the Securities to or through underwriters, dealers or agents and, subject to applicable securities laws, may also offer the Securities directly to potential purchasers pursuant to applicable statutory exemptions at prices and upon terms negotiated between the purchasers (including any underwriters) and the Corporation.

In addition, the Securities may be offered and issued by the Corporation in consideration for the acquisition of other businesses, assets or securities by the Corporation. The consideration for any such acquisition may consist of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The applicable Prospectus Supplement will state the terms of its corresponding offering, including the name or names of any underwriters, dealers or agents, the initial offering price (in the event that the offering is a fixed price distribution), the manner of determining the initial offering price(s) (in the event the offering is made at prices which may be changed at market prices prevailing at the time of the sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSXV or other existing trading markets), the proceeds to the Corporation from the sale of the Securities, any underwriting discount or commission and any discounts, concessions or commissions allowed or reallowed or paid by any underwriter to other underwriters, dealers or agents. Any initial offering price and discounts, concessions or commissions allowed or reallowed or paid to dealers may be changed from time to time.

Underwriters, dealers or agents who participate in the distribution of the Securities may be entitled, under agreements to be entered into with the Corporation, to indemnification by the Corporation against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for the Corporation in the ordinary course of business.

The Corporation and, if applicable, the underwriters, dealers or agents reserve the right to reject any offer to purchase any Securities offered, in whole or in part. The Corporation also reserves the right to withdraw, cancel or modify the offering of any Securities under this Prospectus and any Prospectus Supplement without notice.

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The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales made directly on the TSXV or other existing trading markets for the Securities. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution.

Unless provided otherwise in a Prospectus Supplement relating to a particular offering of Securities and subject to applicable law, in connection with any offering of Securities, other than an “at-the-market distribution” (unless otherwise specified in a Prospectus Supplement), the underwriters, dealers or agents may, when acting as an agent, over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. No underwriter, dealer or agent of an “at-the-market distribution” and no person or company acting jointly or in concert with such an underwriter, dealer or agent, may, in connection with such a distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or Securities of the same class as the Securities distributed under this Prospectus and any Prospectus Supplement, including selling an aggregate number or principal amount of Securities that would result in the creation of an overallocation position in the Securities.

The underwriters, dealers or agents, if applicable, may from time-to-time purchase and sell the Securities in the secondary market but are not obliged to do so. The Corporation’s outstanding Common Shares are listed and posted for trading on the TSXV under the symbol “SEND”. Unless otherwise indicated in a Prospectus Supplement, there is no market through which Preferred Shares, Debt Securities, Subscription Receipts, Warrants and Units may be resold, and purchasers may not be able to resell the Securities purchased under this Prospectus. The offering price and other selling terms for any sales in the secondary market may, from time to time, be varied by the underwriters, dealers or agents.

The Securities have not been, and will not be, registered under the 1933 Act or the securities laws of any states in the United States and, subject to certain exceptions, may not be offered or sold or otherwise transferred or disposed of in the United States absent registration or pursuant to an applicable exemption from the 1933 Act and applicable state securities laws. In addition, until 40 days after closing of an offering of Securities, an offer or sale of the Securities within the United States by any dealer (whether or not participating in such offering) may violate the registration requirement of the 1933 Act if such offer or sale is made other than in accordance with an exemption under the 1933 Act.

PRIOR SALES

Information in respect of Common Shares issued by the Corporation within the previous 12-month period, and in respect of securities that are convertible or exchangeable into Common shares, will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

MARKET FOR SECURITIES

The Common Shares are listed and posted for trading on the TSXV under the symbol “SEND”. Information in respect of trading price and volume of the Common Shares during the previous 12-month period will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax considerations generally applicable to investors described therein of purchasing, holding and disposing of the applicable Securities, including, in the case of an investor who is not a resident of Canada, Canadian non-resident withholding tax considerations. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.

RISK FACTORS

In addition to the risk factors set forth herein, additional risk factors relating to the Corporation’s business are discussed in its Filing Statement, AIF, Annual MD&A and Interim MD&A, which risk factors are incorporated by reference herein. An investment in the Securities offered hereby involves certain risks. Before investing, purchasers of Securities should carefully consider the information contained in this Prospectus as well as the other information contained in and incorporated by reference in this Prospectus and in the applicable Prospectus Supplement before purchasing the Securities offered hereby. If any event arising from these risks occurs, the Corporation’s business, prospects, financial condition, results of operations or cash flows, or an investment in the Securities, could be materially adversely affected.

There is no trading market for certain Securities

There is currently no trading market for any Preferred Shares, Debt Securities, Subscription Receipts, Warrants or Units that may be offered. No assurance can be given that an active or liquid trading market for these securities will develop or be sustained. If an active or liquid market for these securities fails to develop or be sustained, the prices at which these securities trade may be adversely affected. Whether or not these securities will trade at lower prices depends on many factors, including the liquidity of these Securities, prevailing interest rates and the markets for similar securities, the market price of the Common Shares, general economic conditions and the Corporation’s financial condition, historic financial performance and future prospects.

The Corporation will have broad discretion over the use of net proceeds from an offering of Securities

While information regarding the use of proceeds from the sale of the Securities will be described in the applicable Prospectus Supplement, the Corporation will have broad discretion over the use of the net proceeds from an offering of Securities. Because of the number and variability of factors that will determine the use of such proceeds, the Corporation’s ultimate use might vary substantially from its planned use. Purchasers of Securities may not agree with how the Corporation allocates or spends the proceeds from an offering of Securities. The Corporation may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of the Corporation’s securities, including the market value of the Common Shares, and that may increase the Corporation’s losses.

No Revenue and Negative Cash Flow

The Corporation has negative cash flow from operating activities and does not currently generate any revenue. The Corporation has not commenced development or commercial production on any property. There can be no assurance that significant losses will not occur in the near future or that the Corporation will be profitable in the future. The Corporation’s operating expenses and capital expenditures may increase in subsequent years as a result of the consultants, personnel and equipment

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associated with advancing exploration, development and commercial production of the Corporation’s properties. The Corporation expects to continue to incur losses unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Corporation’s properties will require the commitment of substantial resources to conduct time consuming exploration and development. There can be no assurance that the Corporation will ever generate positive operating cash flow or achieve profitability.

Capital Resources

Historically, capital requirements have been primarily funded through the sale of Common Shares or other securities of the Corporation. Factors that could affect the availability of financing include the progress and results of ongoing exploration at the Corporation’s mineral properties, the state of debt and equity markets, and investor perceptions and expectations of the global minerals markets. There can be no assurance that such financing will be available in the amount required at any time or for any period or, if available, that it can be obtained on terms satisfactory to the Corporation. Based on the amount of funding raised, the Corporation’s planned exploration or other work programs may be postponed, or otherwise revised, as necessary.

Investors’ Ability to Exercise Statutory Rights and Remedies under Canadian Securities Laws

The Corporation is incorporated under the laws of the Province of British Columbia. However, a subsidiary of the Corporation is organized under the laws of Argentina, a jurisdiction outside of Canada, and certain of the officers and directors of the Corporation reside outside of Canada. This may limit an investor’s ability to exercise statutory rights and remedies under Canadian laws. In particular, a Canadian court may determine that it does not have jurisdiction over a claim by an investor against one of the Corporation’s subsidiaries and/or its officers and directors, or that another international jurisdiction is the more convenient forum to adjudicate the claim.

Difficulty in Enforcement of Judgments

The Corporation has a subsidiary incorporated in Argentina. Certain directors and officers of the Corporation reside outside of Canada and substantially all of the assets of these persons are located outside of Canada. It may not be possible for shareholders to effect service of process against the Corporation’s directors and officers who are not resident in Canada. In the event a judgment is obtained in Canada against one or more of the directors or officers of the Corporation for violations of Canadian securities laws or otherwise, it may not be possible to enforce such judgment against those directors and officers not resident in Canada. Additionally, it may be difficult for an investor, or any other person or entity, to assert Canadian securities law claims or otherwise in original actions instituted in Argentina. Courts in these jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws or otherwise on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a court in an international jurisdiction agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by the law in the relevant international jurisdiction.

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Foreign Country Risk

Other risks associated with the Company’s operations in Argentina may involve matters arising out of the evolving laws and policies in Argentina, any future imposition of special taxes or similar charges, as well as foreign exchange fluctuations and currency convertibility and controls, the unenforceability of contractual rights or the taking or nationalization of property without fair compensation, restrictions on the use of expatriates in the Corporation’s operations, renegotiation or nullification of existing concessions, licenses, permits and contracts, illegal mining, changes in taxation policies, the possibility of expropriation or nationalization of all or part of the Company’s Argentine operations or properties, or other matters.

Changes in Argentine laws or regulations could have a significant effect on the Company’s exploration operations, especially changes to environmental, mining, grant or renewal of concessions and taxation. The political conditions under which the Company currently operates are stable compared to many areas of the world, but not as stable as Canada. Potential risk to the Company’s activities may occur if there are changes to the political, legal or fiscal systems which might affect the ownership and operation of the Company’s interests. This may also include changes in exchange control regulations, expropriation of mining rights, changes in government and in legislative and regulatory regimes, and export and import taxes.

Argentinian Inflation Rates

The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation, which could increase the cost of the Company’s operating costs relating to work carried out on the Peñas Negras Project. As in the past, Argentina’s economy may be adversely affected if political and social pressures inhibit the implementation by the Argentine government of policies designed to control inflation, generate growth and enhance consumer and investor confidence, or if policies implemented by the Argentine government that are designed to achieve these goals are not successful. These events could materially adversely affect the company’s financial condition and results of operations.

Any decline in economic growth, increased economic instability or expansion of economic policies and measures taken by the Argentine government to control inflation or address other macroeconomic developments that affect private sector entities such as the Company, all developments over which the Company has no control, could have an adverse effect on the Company’s financial condition or results of operations.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to an offering of Securities, certain legal matters relating to the offering of Securities will be passed upon on behalf of the Corporation by Edwards, Kenny & Bray LLP, with respect to matters of Canadian law. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents, with respect to matters of Canadian and, if applicable, United States or other foreign law. As of the date hereof, partners and associates of Edwards, Kenny & Bray LLP beneficially own, directly or indirectly, in the aggregate, no securities of the Corporation.

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AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditor

Transfer Agent and Registrar

Odyssey Trust Company, at its office located at 1230 – 300 5[th] Ave. SW, Calgary, Alberta, T2P 3C4, is the Corporation’s transfer agent and registrar.

INTERESTS OF EXPERTS

The names of each person or company who has prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference, and whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company, are set forth below.

Certain information of a scientific or technical nature in respect of the Peñas Negras Project contained in this Prospectus is based on the Peñas Negras Technical Report. The Peñas Negras Technical Report authors are Julio Bruna Novillo, PhD, PGeo, FAusIMM, and Stanley C. Bartlett, M.Sc., PGeo., each of whom are a “qualified person” within the meaning of NI 43-101. As of the date of this prospectus, Julio Bruna Novillo, Stanley C. Bartlett, and their employers do not have beneficial or registered interests, direct or indirect, in the Corporation’s securities or properties.

De Visser Gray LLP, located at 905 W Pender St, Vancouver, British Columbia, V6C 1L6, is the Corporation’s current auditor and has confirmed with respect to the Corporation that it is independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations. De Visser Grey LLP audited the Target’s annual financial statements for the periods ending July 31, 2023 and 2022. Stern & Lovrics LLP, located at 1210 Sheppard Avenue East, Suite 302, Toronto, Ontario, M2K 1E3, performed the audit of 131BC’s annual financial statements for the period ending July 31, 2023 and has confirmed with respect to the Corporation that it is independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

PROMOTERS

As discussed in the AIF, each of Hernan Vera and Michael Wood (each, a “ Promoter ”) may be considered promoters of the Corporation as they have taken the initiative in reorganizing and financing the business of the Corporation during the two most recently completed financial years, and in the case of Mr. Vera, in connection with the reorganizing of the business of the Corporation, directly or indirectly, has received in consideration of services or property or both services and property, 10% or more of the issued securities of a class of securities of the Corporation or 10% or more of the proceeds from the sale of a class of securities of a particular issue as more particularly described in the Filing Statement incorporated by reference.

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The Promoters hold Common Shares (and other securities) of the Corporation, as follows:

Name	Quantity of Shares Owned	Percentage of Shares Owned(1)
Hernan Vera(2)	16,170,355(3)	24.35%
Michael Wood(4)	3,050,000(5)	4.59%

(1) A total of 66,404,420 Common Shares are issued and outstanding as of the date of this Prospectus.
(2) In addition to the Common Shares noted in the table above, Mr. Vera holds 1,000,000 stock options granted pursuant to the Corporation’s stock option plan.
(3) Held indirectly through Independence Fortaleza, Sociedad Limitada.

(4) In addition to the Common Shares noted in the table above, Mr. Wood holds, indirectly through Athena Jade Limited, 125,000 Common Share purchase warrants to purchase one Common Share at a price of $0.30 until September 27, 2025, and he holds 1,000,000 stock options granted pursuant to the Corporation’s stock option plan.

(5) 2,850,000 of these Common Shares are held indirectly through Athena Jade Limited.

Hernan Vera and Michael Wood will not receive any benefits, directly or indirectly, from the issuance of Securities offered hereunder.

No promoter of the Corporation is, as at the date hereof, or was within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that (a) was subject to (i) a cease trade order, (ii) an order similar to a cease trade order or (iii) an order that denied the promoter or the company access to any exemption under securities legislation (any such order referred to in clauses (i) through (iii), an “ order ”) that was issued while the promoter was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to an order that was issued after the promoter ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that promoter was acting in the capacity as director, chief executive officer or chief financial officer.

No promoter of the Corporation (a) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including the Corporation) that, while that promoter was acting in that capacity, or within a year of that promoter ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such promoter.

No promoter of the Corporation has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Unless provided otherwise in a Prospectus Supplement, the following is a description of a purchaser’s statutory rights.

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Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal adviser.

Original purchasers of Warrants (if offered separately), Subscription Receipts or convertible securities will have a contractual right of rescission against the Corporation in respect of the exercise of such Warrants or conversion of such Subscription Receipts or convertible securities.

The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant, the Subscription Receipt and the convertible security, as the case may be, the amount paid upon exercise upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the exercise takes place within 180 days of the date of the purchase of the Warrant, Subscription Receipt or convertible security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the Warrant, Subscription Receipt or convertible security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under Section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under Section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of Warrants, Subscription Receipts or other convertible securities, original purchasers are further advised that in certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation is limited to the amount paid for the security that was purchased under a prospectus, and therefore a further payment at the time of exercise may not be recoverable in a statutory action for damages. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

Purchasers of Securities distributed under an “at-the-market distribution” by the Corporation do not have the right to withdraw from an agreement to purchase Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to Securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102. Any remedies under securities legislation that a purchaser of Securities distributed under an “at-the-market distribution” by the Corporation may have against the Corporation or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above. A purchaser's rights and remedies

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under applicable securities legislation against the dealer underwriting or acting as an agent for the issuer in an “at-the-market distribution” will not be affected by that dealer’s decision to effect the distribution directly or through a selling agent. A purchaser should refer to applicable securities legislation of the purchaser's province or territory for the particulars of these rights and should consult a legal adviser.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSON

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CERTIFICATE OF THE CORPORATION

DATED: May 17, 2024

This Prospectus, together with the documents incorporated by reference, will, as of the date of the last supplement to this Prospectus relating to the securities offered by this Prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this Prospectus and the supplement(s) as required by the securities legislation of the Province of British Columbia and the Province of Alberta.

(signed) “ Hernan Vera ” (signed) “ Michael Wood” Chief Executive Officer Executive Chairman and Chief Financial Officer

On behalf of the board of directors of the Corporation

(signed) “ Zachary Goldenberg ” (signed) “ Jimmy Lim” Director Director

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CERTIFICATE OF THE PROMOTERS

DATED: May 17, 2024

(signed) “ Hernan Vera ” Promoter

(signed) “ Michael Wood”

Promoter

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AI assistant

Sendero Resources Corp. — Capital/Financing Update 2024

48253_rns_2024-05-17_64fb88b7-9c6a-47d7-a5d1-924d9e85a884.pdf

SHORT FORM BASE SHELF PROSPECTUS

TABLE OF CONTENTS

ABOUT THIS SHORT FORM BASE SHELF PROSPECTUS

CURRENCY

FINANCIAL INFORMATION

FORWARD-LOOKING STATEMENTS

MARKET AND INDUSTRY DATA

CAUTIONARY NOTE TO UNITED STATES INVESTORS

SCIENTIFIC AND TECHNICAL INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

THE CORPORATION

Name, Addresses and Incorporation

Intercorporate Relationships

General Business Activities

Recent Developments

Directors and Officers

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Business Objectives and Milestones

EARNINGS COVERAGE RATIOS

DESCRIPTION OF COMMON SHARES

DESCRIPTION OF PREFERRED SHARES

DESCRIPTION OF DEBT SECURITIES

DESCRIPTION OF SUBSCRIPTION RECEIPTS

DESCRIPTION OF WARRANTS

Equity Warrants

Debt Warrants

DESCRIPTION OF UNITS

PLAN OF DISTRIBUTION

PRIOR SALES

MARKET FOR SECURITIES

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

RISK FACTORS

There is no trading market for certain Securities

The Corporation will have broad discretion over the use of net proceeds from an offering of Securities

No Revenue and Negative Cash Flow

Capital Resources

Investors’ Ability to Exercise Statutory Rights and Remedies under Canadian Securities Laws

Difficulty in Enforcement of Judgments

Foreign Country Risk

Argentinian Inflation Rates

LEGAL MATTERS

AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditor

Transfer Agent and Registrar

INTERESTS OF EXPERTS

PROMOTERS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSON

CERTIFICATE OF THE CORPORATION

CERTIFICATE OF THE PROMOTERS

DATED: May 17, 2024

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Sendero Resources Corp. Capital/Financing Update 2024