Sierra Madre Announces Change of Management, Private Placement and Share Consolidation
01 August 2019 - 7:48AM
Sierra Madre Developments Inc. (TSXV: SMG) (the
“
Company”) announces that it proposes to carry out
a change of management, share consolidation and a non-brokered
private placement financing.
Change of Management
The Company announces that Carl von Einsiedel,
Robert Anderson and Kathryn Witter have agreed to resign and
directors and officers of the Company upon TSX Venture Exchange
acceptance of the change of management. To fill their
vacancies, James Hutton, Charles Hethey and Robert McMorran will be
appointed as directors of the Company. Further, James Hutton
will be appointed as Chief Executive Officer. The foregoing
change is subject to the acceptance of the TSX Venture
Exchange.
James Hutton has over 37 years of resource
company and capital markets experience and is the President and CEO
of privately-owned Hutton Capital Corp. He was the President &
CEO of Canada Dominion Resources Group and President & COO of
CMP Resources Group that jointly completed in excess of $1.4
Billion in flow through share transactions for the Canadian
resource industry. He has served on multiple public boards and held
several C-level executive positions. He holds a Bachelor of Science
degree from the University of British Columbia and an MBA from City
University.
Charles Hethey is a securities lawyer in British
Columbia and New York with over 10 years’ experience. Mr.
Hethey represents a number of U.S. and Canadian listed entities on
the TSX Venture Exchange, Canadian Securities Exchange and U.S. OTC
markets. In particular, Mr. Hethey’s clients are active in a
broad range of industries including mineral resources, oil and gas,
industrial, green energy and technology. Mr. Hethey has
significant experience in U.S. and Canadian corporate finance,
mergers and acquisitions and securities compliance matters.
Mr. Hethey was a director of New Energy Metals Corp., a mineral
exploration company with exploration projects in Quebec and Chile,
and a director of Skyledger Tech Corp., a Bitcoin miner.
Robert McMorran obtained his Chartered
Accountants designation in 1981. Mr. McMorran founded and has
been the President of Malaspina Consultants Inc. since July 1997, a
private company providing accounting and administrative services to
junior public companies since 1997. Mr McMorran has held
board and senior management positions with a number of public
companies since 1991 and is a director and or CFO a number of
junior resource companies.
Share Consolidation
The Company also announces that its directors
have approved the consolidation of the Company’s 10,798,083 issued
and outstanding common shares on the basis of one new share for
every 1.5 outstanding shares. As a result of the share
consolidation, the Company will have 7,198,722 common shares
outstanding. The share consolidation is subject to acceptance
of the TSX Venture Exchange.
Private Placement
The directors have also approved a private
placement to raise up to $660,000 through the distribution of
11,000,000 post-consolidated units (each a “Unit”) at $0.06 per
Unit. Each Unit will consist of one common share of the
Company and one share purchase warrant (a “Warrant”), with each
Warrant exercisable at a price of $0.10 per share for a period of
one year from the date of issue.
The Company anticipates that James Hutton, the
proposed Chief Executive Officer and director, will subscribe for
9,000,000 post-consolidation Units, being 49.5% of the issued and
outstanding shares of the Company on an undiluted basis and 66.2%
of the issued and outstanding shares of the company on a partially
diluted basis. As this will constitute a change of control of
the Company, the Company will be required to obtain shareholder
approval of the private placement financing pursuant to the rules
of the TSX Venture Exchange.
Funds will be used for costs associated with its
corporate reorganization with Bear Mountain Gold Mines Ltd. (see
news release of October 22, 2018), payment of certain debts, and
for working capital purposes. Finder’s fees may be paid in
accordance with TSX Venture Exchange guidelines.
ON BEHALF OF THE BOARD:
“Carl von Einsiedel”
Carl von Einsiedel, CEO 604-410-2277
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION: This news release includes
certain “forward-looking statements” under applicable Canadian
securities legislation. Forward-looking statements include,
but are not limited to, statements with respect to: the proposed
consolidation of the Company’s shares, and the proposed private
placement. There is no assurance the Company will be able to
raise funds on the terms stated, or at all. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties, and other factors which may cause
the actual results and future events to differ materially from
those expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: general business,
economic, political and social uncertainties; delay or failure to
receive board, shareholder or regulatory approvals; and the
uncertainties surrounding the mineral exploration industry.
There can be no assurance that the Company will be successful in
completing either the consolidation or the private placement.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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