Sendero Resources Corp. — Proxy Solicitation & Information Statement 2025

Apr 11, 2025

SENDERO RESOURCES CORP.

1100-1111 Melville Street

Vancouver BC V6E 3V6

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 2025

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of Sendero Resources Corp. (the “Company”) will be held at #1100 – 1111 Melville Street, Vancouver, BC V6E 3V6 on Thursday, May 1, 2025 at 10:00 a.m. Pacific Standard Time for the following purposes:

1. To receive and consider the financial statements of the Company, together with the auditor’s report thereon, for the fiscal years ended July 31, 2023 and July 31, 2024;
2. To set the number of directors at three (3);
3. To elect directors to hold office until the next annual general meeting;
4. To re-appoint De Visser Gray LLP and authorize the directors to fix the auditor’s remuneration;
5. To consider and, if thought fit, to pass an ordinary resolution, the full text of which is set forth in the accompanying management information circular (the “Information Circular”), approving and ratifying the Company’s 2023 Equity Incentive Plan pursuant and authorizing the Company’s board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of applicable securities regulatory authorities or stock exchanges; and
6. To transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice.

Shareholders who are unable to attend the Meeting are requested to complete sign, date and return the enclosed form of proxy indicating your voting instructions. A proxy will not be valid unless it is deposited at the office of Endeavor Trust Corporation, Suite 702, 777 Hornby Street, Vancouver, BC V6Z 1S4, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournments thereof. If you are not a registered shareholder, please refer to the accompanying Information Circular for information on how to vote your shares.

DATED at Vancouver, British Columbia, this 1st day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS:

“Alex Gostevskikh”

Alex Gostevskikh

Interim CEO & Director