Panama City, Panama--(Newsfile Corp. - December 27, 2024) - This press release is being disseminated as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues ("NI 62-103") in connection with the filing of an early warning report by Night Owl SA in connection with a certain transaction involving the common shares ("Shares") and common share purchase warrants ("Warrants") of Sendero Resources Corp. (TSXV: SEND) (the "Issuer"), with its head office located at 1100 - 1111 Melville Street, Vancouver, British Columbia V6E 3V6.
On December 24, 2024 (the "Transaction Date"), Night Owl SA, an entity controlled by Raymond Harari, acquired 200,000 units (the "Units") in a private placement conducted by the Issuer at a price per Unit of $0.12 for consideration of $24,000 (the "Transaction"). This Transaction resulted in Mr. Harari exercising control or direction over more than ten percent (10%) of the Issuer on a partially diluted basis.
Set out below is certain disclosure required to be made in connection with the completion of the Transaction pursuant to Part 3 of NI 62-103.
All percentages set out in this press release are based on 6,990,442 Shares issued and outstanding prior to the Transaction and 7,805,442 Shares issued and outstanding immediately following the Transaction.
Prior to the completion of the Transaction, Night Owl SA, a corporation whose registered office is located in Panama City, Panama, together with its joint actor, Triforce Ventures SA, a corporation whose principal office is located in Panama City, Panama, and each of which are beneficially owned and controlled by Mr. Harari, held an aggregate of 521,900 Common Shares (22,000 Common Shares held by Night Owl SA, and 499,900 Common Shares held by its joint actor, Triforce Ventures SA), representing approximately 7.47% of the issued and outstanding Common Shares immediately prior to the completion of the Transaction, on a partially diluted basis, given that neither joint actor held any convertible securities of the Issuer. On completion of the Transaction, Night Owl SA, together with its joint actor, Triforce Ventures SA, hold an aggregate of 721,900 Shares and 200,000 Warrants (222,000 Common Shares and 200,000 Warrants held by Night Owl SA and 499,900 Common Shares held by its joint actor, Triforce Ventures SA), representing approximately 9.25% of the Common Shares on a non-diluted basis, and 11.52% on a partially diluted basis.
All securities of the Issuer owned or controlled by Mr. Harari are held for investment purposes and Mr. Harari has no present intention to dispose of or acquire further Shares. In the future, Mr. Harari may, from time to time, increase or decrease his ownership, control or direction over securities of the Issuer held by him through market transactions, private agreements or otherwise, depending on market conditions, the business and prospects of the Issuer, and other relevant factors.
A copy of the early warning report filed by Night Owl SA in connection with the completion of the Transaction may be obtained from Mr. Harari by contacting Mr. Harari at +507 6675 2221 and will be available under Issuer's profile on SEDAR+ at www.sedarplus.ca.
The head office of Mr. Harari is located at PH Credicorp Bank, Piso 24, Calle 50, Panama City, Panama.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235373
SOURCE: Night Owl SA
