Sendero Resources Corp. — Capital/Financing Update 2025

Jan 7, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF ISSUER
Sendero Resources Corp. (the "Company")
c/o 1100 – 1111 Melville Street
Vancouver BC V6E 3V6

ITEM 2. DATE OF MATERIAL CHANGE
December 30, 2024

ITEM 3. NEWS RELEASE
The news release announcing the material change was disseminated by the Company through the facilities of Accesswire on December 30, 2024 and subsequently filed on SEDAR+.

ITEM 4. SUMMARY OF MATERIAL CHANGE
The Company announced the closing of its second and final tranche of a unit private placement pursuant to which an insider of the Company subscribed for 350,000 units.

ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
The Company announced that it has now completed its second and final tranche (the "Second Tranche") of its non-brokered private placement (the "Offering") of units of the Company (each a "Unit") previously announced on December 12, 2024. Under the Second Tranche of the Offering 11,880,001 Units were issued at a price of $0.12 per Unit for gross proceeds of $1,425,600.

Each Unit consists of one common share of the Company (each a "Common Share") and one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant shall be exercisable to acquire one (1) additional Common Share at an exercise price of $0.16 until December 30, 2029.

No finder's fees were paid in connection with the Offering. The Units were offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. All securities issued under the Second Tranche are subject to a hold period expiring May 1, 2025, in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV").

In total, the Company issued 12,695,001 Units and raised proceeds of $1,523,400.

The Company intends to use the net proceeds raised from the Offering to develop its mineral property interests in Argentina, and for general administrative expenses and working capital purposes.

Under the Second Tranche, an insider of the Company has subscribed for a total of 350,000 Units for a total consideration of $42,000, which constitutes a "related party transaction" within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of

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MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid by, such persons will exceed 25% of the Company's market capitalization. A material change report in respect of this related party transaction will be filed by the Company but could not be filed earlier than 21 days prior to the closing of the Offering, due to the fact that the terms of the participation of each of the non-related parties and the related parties of the Offering were not confirmed.

The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS

Not applicable.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

ITEM 7. OMITTED INFORMATION

Not applicable.

ITEM 8. EXECUTIVE OFFICER

Contact: Alex Gostevskikh, Interim CEO
Telephone: 778-653-3838

ITEM 9. DATE OF REPORT

January 7, 2025