QRS Sendero Mining Corporation

Halo Resources Ltd. (TSX VENTURE:HLO)(FRANKFURT:HRLN) ("Halo") and QRS Capital
Corp. (TSX VENTURE:QRS) ("QRS") wish to provide an update on the business
combination announced in the joint Halo/QRS press release dated March 8, 2013.
Halo and QRS have now finalized and entered into a definitive arrangement
agreement dated May 15, 2013 (the "Arrangement Agreement"). Under the terms of
the Arrangement Agreement, QRS will acquire all of the outstanding Halo shares
in exchange for QRS units. Each QRS unit will consist of one QRS common share
and one QRS share purchase warrant. Each QRS warrant will entitle the holder to
purchase one QRS common share for a period of one year from the effective date
of the arrangement at a price of $0.40 per share (post-consolidation). If QRS
completes an equity financing (not including the $750,000 private placement
referred to below) with more favorable warrant terms, the terms of the QRS
warrants will, subject to TSX-V approval, be adjusted to reflect those more
favorable terms. Immediately prior to the effective date, subject to TSX-V and
QRS shareholder approval, QRS will consolidate its common shares into 20 million
shares. QRS will then issue 20 million QRS units to the Halo shareholders in
exchange for their Halo shares. Upon completion of the arrangement, QRS
shareholders and Halo shareholders will each own approximately 50% of the voting
securities of the resulting company before the cancellation of any QRS shares
held by Halo at the effective date. Pursuant to the Arrangement Agreement and
subject to TSX-V and QRS shareholder approval, QRS will change its name to
"Sendero Mining Corp." or such other name as may be acceptable to QRS and Halo.


On April 11, 2013, QRS announced a $750,000 private placement of up to 7,500,000
units at a price of $0.10 per unit. Each unit consists of one common share and
one half of one common share purchase warrant. Each warrant will entitle the
holder to purchase one common share at a price of $0.20 per share for a period
of 60 months from closing. QRS expects to complete this financing shortly. Under
the terms of the Arrangement Agreement, Halo has agreed to subscribe for
$250,000 of this financing. In addition, Halo has agreed to lend up to $250,000
to QRS prior to completion of the arrangement. To date, Halo has advanced
$182,000 to QRS under the loan agreement.


It is expected that an application for an interim order regarding the Halo
securityholder meeting will be heard by the British Columbia Supreme Court on
May 21, 2013. The meeting of Halo securityholders to approve the arrangement has
been set for June 21, 2013 and the meeting of QRS shareholders to approve the
consolidation and the name change has been set for June 24, 2013. Halo and QRS
expect to complete the arrangement before June 30, 2013.


About Halo Resources Ltd. 

Halo is a Canadian-based resource company focused on the acquisition of near
production base and precious base metal deposits. 


About QRS Capital Corp.

QRS is a mineral exploration company focused on exploration and development
stage copper and gold targets in South America, particularly in Chile, Peru and
Mexico.


ON BEHALF OF THE BOARDS OF DIRECTORS

Marc Cernovitch, President and Chief Executive Officer

John Seaman, Chairman & Chief Executive Officer

Forward-Looking Information

This news release contains certain "forward-looking information" within the
meaning of applicable Canadian securities laws. Forward-looking information is
frequently, but not always, characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate" and other similar
words, or statements that certain events or conditions "may" or "will" occur.
Forward-looking information in this news release includes, but is not limited
to, statements with respect to the interim order application and the completion
of the arrangement. The reader is cautioned not to place undue reliance on
forward-looking information. Forward-looking information is based on certain
assumptions, opinions and estimates of management at the date the information is
given and is subject to a variety of risks and uncertainties that could cause
actual events or results to differ materially from those projected in the
forward-looking information. These assumptions include, but are not limited to,
no material adverse change in the business or affairs of either QRS or Halo.
Factors that could cause the forward-looking information to differ materially in
actuality include risks typical of operating in the mining industry, changes in
copper and other metal prices, fluctuations in currency exchange rates and the
failure to obtain the required shareholder and regulatory approvals for the
merger. More information about the risks and uncertainties affecting QRS and
Halo can be found in QRS's and Halo's filings posted on SEDAR at www.sedar.com.
Neither of QRS and Halo undertakes an obligation to update forward-looking
information if circumstances or management's estimates or opinions should
change, except in accordance with applicable laws.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the arrangement, any information
released or received with respect to the arrangement may not be accurate or
complete and should not be relied upon. Trading in the securities of Halo and
QRS should be considered highly speculative.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Halo Resources Ltd.
Marc Cernovitch
President and Chief Executive Officer
(416) 619-9010
mcernovitch@halores.com


QRS Capital Corp.
John Seaman
Chairman and Chief Executive Officer
(807) 474-9898
jseaman@qrscapital.com

Sendero Mining Corporation (TSXV:QRS)
Historical Stock Chart
Von Mai 2024 bis Jun 2024

Sendero Mining Corporation (TSXV:QRS)
Historical Stock Chart
Von Jun 2023 bis Jun 2024