Update on Disposition of Bear Mountain Shares
8792 Shook Road TSX-V: SMG Mission, British Columbia Tel: 604. 410-2277 Canada V2V-7N1 Fax: 604. 410-2275
NEWS RELEASE
UPDATE ON DISPOSITION OF BEAR MOUNTAIN SHARES
August 9, 2019
Sierra Madre Developments Inc. (the “Company”) advises that it has obtained an Order from the B.C. Supreme Court for the distribution of the 2,699,041 Bear Mountain shares held by it, to its shareholders, as a return of capital.
In conjunction with the Company’s annual general meeting held November 9, 2018 at which shareholders approved the Company’s disposition of its interests in the Harrison gold project and the distribution of the Bear Mountain shares by way of return of capital, the Company had announced a record date of September 26, 2018 for the purpose of determining shareholders eligible to participate in the distribution (see news release of October 22, 2018 and the Company’s information circular dated October 12, 2018). That record date had not been coordinated with the TSX Venture Exchange, was given in error, and is hereby retracted. Rather, the record date for the distribution of the Bear Mountain shares will be August 16, 2019 (see below). Further, the distribution by the Company of the Bear Mountain shares will not be following the “due bill” process of the TSXV.
As a result of having stated an incorrect record date of September 26, 2018, there may have been prejudice to certain persons who traded in the Company’s shares in reliance on such record date. Bear Mountain has agreed to issue additional shares in its capital to any person who can demonstrate such prejudice, as occurring between October 12, 2018 and the date of this news release. Please contact the law firm of Owen Bird Law Corporation (attention: Jeff Lightfoot) at Suite 2900, 595 Burrard Street, Vancouver, B.C. V7X 1J5 if you have a claim in this regard.
The distribution of the Bear Mountain shares to the shareholders of Sierra Madre will be made in accordance with Part 10 of TSXV Policy 3.2. In this regard, the Company advises:
1. the distribution will be by way of return of capital;
2. the holders of 5,400,000 shares of the Company, acquired pursuant to that private placement which closed March 25, 2019, have all waived their right to participate in the distribution;
3. the distribution will take place prior to closing the Company’s recently announced private placement (see news release of July 31, 2019);
4. there will be 5,398,083 shares of the Company eligible to participate in the distribution;
5. the distribution will be one Bear Mountain Share for every two eligible shares (note that this distribution ratio is different from the one Bear Mountain Share for every 20 eligible shares as set out in the Company’s above mentioned October 2018 news release and information circular, due to a 10:1 consolidation which occurred in February 2019);
6. the record date for the distribution will be August 16, 2019; and
7. the Company’s shares will begin trading on an ex-distribution basis on August 14, 2019, being two trading days prior to the record date.
The Company clarifies that Bear Mountain is not a reporting issuer, and is not listed on any stock exchange. Bear Mountain will be seeking to raise additional capital so that it can meet minimum listing requirements for a Canadian stock exchange, but there is no assurance it will be successful or that Bear Mountain shares will ever be listed on a public exchange.
ON BEHALF OF THE BOARD:
“Carl von Einsiedel”
Carl von Einsiedel, CEO 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 distribution of the Bear Mountain shares to the Company’s shareholders. 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. There can be no assurance that the Company will be successful in completing any or all of the anticipated transactions listed above, or that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 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.